8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 26, 2010

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):

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)

Background

On October 8, 2009, Accuride Corporation (the “Company”) and its domestic subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).  On November 18, 2009, the Debtors initially filed the Joint Plan of Reorganization of the Debtors (as amended and supplemented, the “Plan”) and the related Disclosure Statement with the Bankruptcy Court.  On February 18, 2010, the Bankruptcy Court entered an Order Confirming Debtors’ Third Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (the “Confirmation Order”), which approved and confirmed the Plan, as modified by the Confirmation Order.

On February 26, 2010 (the “Effective Date”), the Debtors consummated the reorganization contemplated by the Plan and emerged from Chapter 11 bankruptcy proceedings.  On the Effective Date, the Company entered into a number of related transactions and agreements pursuant to the Plan, which included, among others: (i) entry into the Fifth Amended and Restated Credit Agreement of the Company, (ii) the issuance of $140.0 million aggregate principal amount of 7.5% Senior Convertible Notes due 2020 (the “Convertible Notes”) pursuant to the rights offering contemplated by the Plan, (iii) the exchange of the Company’s old common stock, par value $0.01 per share (the “Old Common Stock”) for 2,000,000 shares of the Company’s new common stock, par value $0.01 per share (the “Common Stock”), and warrants exercisable for 22,058,824 shares of Common Stock (the “Warrants”), (iv) the exchange of the Company’s 8.5% Senior Subordinated Notes due 2015 (the “Old Notes”) for 98,000,000 million shares of Common Stock, (v) the payment of all existing “last-out” loans under the Company’s credit agreement existing immediately prior the Effective Date and all amounts outstanding under the Company’s DIP Credit Agreement (as defined below), (vi) the issuance of 25,000,000 shares of Common Stock as payment of the backstop fee pursuant to the Convertible Notes Commitment Agreement, dated October 7, 2009, among the Company and the backstop parties party thereto (the “Backstop Providers”) and (vii) the resignation of ten members of the Board of the Directors of the Company (the “Board”) and the appointment of six new directors to serve on the Board.  In addition, on the Effective Date, the Company issued 1,294,882 shares of Common Stock, net of shares withheld for tax purposes, under the Company’s Key Executive Incentive Plan.

The information in this report is being filed or furnished, as applicable, with respect to the disclosure items under Form 8-K applicable to the transactions entered into by the Company in connection with the consummation of the reorganization pursuant to the Plan.

Item 1.01.  Entry into a Material Definitive Agreement.

Amended and Restated Credit Agreement

On the Effective Date, the Company entered into an amendment and restatement (the “Amended and Restated Credit Agreement”) of its existing credit agreement, dated January 31, 2005, among the Company and Accuride Canada, Inc., as borrowers, certain subsidiaries of the Company, as guarantors, Deutsche Bank Trust Company Americas., as administrative agent, and the other agent parties thereto.

Pursuant to the Amended and Restated Credit Agreement (i) Accuride Canada Inc. has outstanding term loans of $22,000,000, the Company has outstanding term loans of $287,019,628 and the Company has outstanding letters of credit in the stated amount of $2,000,000, (ii) at the option of the Company, the interest rate will be LIBOR + 6.75% (with a LIBOR floor of 3.00%) or Base Rate + 5.75% (with a Base Rate floor of 4.00%), (iii) the maturity for all loans and reimbursements of draws under the letters of credit is June 30, 2013 and (iv) the financial covenants were replaced with minimum liquidity and minimum EBITDA covenants and a maximum capital expenditure covenant.

With certain exceptions, the Amended and Restated Credit Agreement requires the Company and Accuride Canada Inc. to prepay loans with (i) 100% of excess cash flow (commencing with the fiscal year ending December 31, 2010), (ii) 100% of net proceeds from asset sales, (iii) 100% of new proceeds from new debt issuances, (iv) 100% of net cash proceeds from equity issuances and (v) 100% of cash received by the Company from third parties that are holding cash from letters of credit that they have drawn.

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The Amended and Restated Credit Agreement also contains customary affirmative and negative covenants, including limitations on liens, debt, mergers and consolidations, sales of assets, investments, dividends, prepayment of other debt, amendments to other debt documents and the Company or its subsidiaries becoming a general partner.

The above summary of the Amended and Restated Credit Agreement is qualified in its entirety by reference to the Amended and Restated Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.

7.5% Convertible Notes due 2020

On the Effective Date, the Company entered into an indenture governing the Convertible Notes (the “Indenture”), dated the Effective Date, between the Company, certain subsidiaries of the Company, as guarantors (the “Guarantors”), and Wilmington Trust FSB, as trustee.  Under the terms of the Indenture, the Convertible Notes bear interest at a rate of 7.5% per annum and will mature on February 26, 2020.  The first six interest payments will be paid-in-kind (“PIK”) interest.  Thereafter, beginning on August 26, 2013, interest on the Convertible Notes will be paid in cash.

The Convertible Notes are convertible into Common Stock at any time beginning on the Effective Date until the second business day preceding maturity, at an initial conversion rate of 1333.3333 per $1,000 principal amount of notes (equivalent to an initial conversion price of $0.75 per share of Common Stock).  The conversion rate is subject to customary adjustments and will also be adjusted to account for PIK interest. In addition, if a “make-whole fundamental change” occurs prior to the maturity date, the Company will in some cases increase the conversion rate for a holder of Convertible Notes that elects to convert its notes in connection with such make-whole fundamental change.

The Convertible Notes are redeemable by the Company, in whole but not in part, at any time on or after February 26, 2013, at a price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus any accrued and unpaid interest up to the redemption date; provided, that (i) the Common Stock is listed on a national securities exchange, (ii) the average weekly trading volume of the Common Stock as reported by such national securities exchange during the four week period prior to conversion is at least 3.0% of the total number of outstanding shares of Common Stock immediately prior to conversion and (iii) for twenty of the preceding thirty consecutive trading days, the Common Stock has had a closing sale price at least equal to 2.25 times the effective conversion price.

The Indenture contains covenants that restrict the Company’s and the Guarantors’ ability to, among other things:

·   incur or guarantee additional indebtedness;

·   pay dividends, make certain investments or other restricted payments;

·   create liens;

·   enter into transactions with affiliates;

·   merge or consolidate, or otherwise dispose of all or substantially all of the Company’s and the Guarantors’ assets; and

·   transfer or sell assets.

The Indenture provides for customary events of default.  In the case of an event of default arising from specified events of bankruptcy or insolvency, all outstanding Convertible Notes will become due and payable immediately without further action or notice.  If any other event of default under the Indenture occurs or is continuing, the trustee or holders of at least 25% in aggregate principal amount of the then outstanding Convertible Notes may declare all the Convertible Notes to be due and payable immediately.

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The above summary of the Indenture is qualified in its entirety by reference to the Indenture, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.

Registration Rights Agreement

In connection with the issuance of the Convertible Notes, the Company entered into a registration rights agreement, dated February 26, 2010 (the “Registration Rights Agreement”), under which it agreed, pursuant to the terms and conditions set forth therein, to register the Convertible Notes and the Common Stock into which the Convertible Notes convert.   Under the Registration Rights Agreement, the Company is required to register the resale of the Convertible Notes on a resale shelf registration statement within 90 days after the Effective Date and to use commercially reasonable efforts to cause the resale shelf registration statement to become effective within 180 days after the Effective Date.

The above summary of the Registration Rights Agreement is qualified in its entirety by reference to the Registration Rights Agreement, a copy of which is filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.

Warrants

On the Effective Date, the Company entered into a Warrant Agreement (the “Warrant Agreement”) with American Stock Transfer & Trust Company LLC, as warrant agent (the “Warrant Agent”).  Pursuant to the Plan and the Warrant Agreement, on the Effective Date, the Company issued Warrants to purchase an aggregate of 22,058,824 shares of Common Stock to holders of Old Common Stock.

Each Warrant entitles its holder to purchase one share of Common Stock at an exercise price of $2.10 per share (the “Exercise Price”), as may be adjusted from time to time in accordance with the Warrants.  Holders of the Warrants may exercise the Warrants at any time from the Effective Date until the second anniversary of the Effective Date.  The number of shares of Common Stock for which a Warrant is exercisable and the Exercise Price will be subject to adjustment from time to time upon the occurrence of certain events, including an increase in the number of outstanding shares of Common Stock by means of a dividend consisting of shares of Common Stock, a subdivision of the Company’s outstanding shares of Common Stock into a larger number of shares of Common Stock or a combination of the Company’s outstanding shares of Common Stock into a smaller number of shares of Common Stock.  In addition, upon the occurrence of certain events constituting a reclassification, consolidation, merger or similar event, each holder of a Warrant will have the right to receive, upon exercise of a Warrant (if then exercisable), an amount of securities, cash or other property receivable by a holder of the number of shares of Common Stock for which a Warrant is exercisable immediately prior to such event.

Prior to the exercise of the Warrants, no holder of Warrants (solely in its capacity as a holder of Warrants) is entitled to any rights as a stockholder of the Company, including, without limitation, the right to vote, receive notice of any meeting of stockholders or receive dividends, allotments or other distributions.

The foregoing description of the Warrant Agreement and the Warrants, is qualified in its entirety by the Warrant Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 4.4, and the Warrants, the form of which is attached to this Current Report on Form 8-K as Exhibit 4.5, both of which are incorporated by reference into this Item 1.01.

Amendments to Lease Agreements

On the Effective Date, and pursuant to the Plan, the Company amended (i) the lease between the Company and Viking Properties, LLC, dated October 26, 1998, relating to the Company’s corporate headquarters in Evansville, Indiana (as amended, the “Evansville Lease”) and (ii) the lease between the Company’s subsidiary, Imperial Group L.P. and Industrial Realty Partners LLC, dated March 17, 2000, relating to a factory in Portland, Tennessee (as amended, “the Portland Lease”).

Copies of the amendments to the Evansville Lease and the Portland Lease are filed as Exhibits 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated by reference into this Item 1.01.

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Item 1.02 Termination of Material Definitive Agreement

DIP Credit Agreement

On the Effective Date, pursuant to the Plan, all amounts outstanding under the the Senior Secured Superpriority Debtor-in-Possession Credit Agreement, among the Company, Deutsche Bank Trust Company Americas, as administrative agent, and the other agents and parties thereto (the “DIP Credit Agreement”) were paid and the DIP Credit Agreement was terminated in accordance with its terms.

Indenture Governing the Old Notes

On the Effective Date, pursuant to the Plan, all outstanding obligations under the Old Notes were cancelled and the indenture governing the Old Notes was cancelled, except to the extent required in the Plan to allow the holders of Old Notes to receive distributions in payment of their claims under the indenture governing the Old Notes and to allow the trustee to receive payment for this service.

Equity Interests

On the Effective Date, pursuant to the Plan, in each case as in existence immediately prior to the Effective Date, all of the Old Common Stock, preferred stock and all other equity securities of the Company, including, among other things, all issued, unissued, authorized or outstanding shares, any options, warrants, put rights, stock appreciation rights and contractual rights to purchase or acquire any such equity securities at any time, and all rights arising with respect thereto, were cancelled.  Additionally, the rights of any person or entity to purchase or demand the issuance of any equity securities, and any conversion, exchange, voting, participation and dividend rights, liquidation preferences and any claim against the Company subordinated pursuant to section 510(b) of the Bankruptcy Code were cancelled.  The rights and interests referred to in the preceding two sentences are collectively referred to as “Equity Interests.”

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

The information regarding the Amended and Restated Credit Agreement and the Indenture set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sale of Equity Securities

Pursuant to Plan, on the Effective Date, the Company issued an aggregate of (i) 2,000,000 shares of Common Stock to holders of Old Common Stock, (ii) 98,000,000 shares of Common Stock to holders of Old Notes, (iii) 25,000,000 shares of Common Stock to the Backstop Providers and (iv) 987,322 shares of Common Stock, net of shares withheld for tax purposes, to William M. Lasky, the Company’s Chief Executive Officer and 307,560 shares of Common Stock, net of shares withheld for tax purposes, to James H. Woodward, Jr., the Company’s Chief Financial Officer, pursuant to the Key Executive Incentive Plan described in the Company’s Current Report on Form 8-K filed on December 1, 2009.  In addition, as described in Item 1.01, on the Effective Date, the Company also issued (i) Convertible Notes pursuant to the rights offering and (ii) 22,058,824 Warrants to holders of Old Common Stock.

The Company generally relied on Section 1145(a)(1) of the United Stated Bankruptcy Code (the “Bankruptcy Code”) to exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) the issuance of (i) the Common Stock and Warrants issued to the holders of Old Common Stock, (ii) the Common Stock issued to the holders of Old Notes and (iii) the portion of Common Stock issued to the Backstop Providers in exchange for their administrative claims.

Section 1145(a)(1) of the Bankruptcy Code exempts the offer and sale of securities under a plan of reorganization from registration under Section 5 of the Securities Act and state laws if three principal requirements are satisfied:

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·the securities must be offered and sold under a plan of reorganization and must be securities of the debtor, of an affiliate participating in a joint plan of reorganization with the debtor, or of a successor to the debtor under the plan of reorganization;

·the recipients of the securities must hold claims against or interests in the debtor; and

·the securities must be issued in exchange, or principally in exchange, for the recipient’s claim against or interest in the debtor.

To the extent that Section 1145(a)(1) was not available, the Company relied upon Section 4(2) of the Securities Act.  The issuances made under Section 4(2) of the Securities Act included (i) the Common Stock and Warrants issued in exchange for Old Common Stock and/or Old Notes to certain persons who may be deemed control persons of the Company under the Securities Act, (ii) the portion of Common Stock issued to the Backstop Providers as their Stock Backstop Fee (as defined in the Plan), (iii) the Convertible Notes and (iv) the Common Stock issued to Mr. Lasky and Mr. Woodward pursuant to the Company’s Key Executive Incentive Plan.

Item 3.03 Material Modifications to Rights of Security Holders

The information regarding the cancellation of Equity Interests and the Old Notes set forth in Item 1.02 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01  Changes in Control of Registrant.

The consummation of the reorganization pursuant to the Plan may be deemed to result in a change in control of the Company.  The information regarding the cancellation of Equity Interests set forth in Item 1.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01 and the information regarding the issuance of the Common Stock, the Warrants and the Convertible Notes set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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The information regarding the cancellation of the Equity Interests set forth in Item 1.02 of this Current Report on Form 8-K is incorporated by reference into this Section 5.02.

Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On the Effective Date, pursuant to the Plan, the Company filed with the Secretary of State of Delaware an Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”).  Also pursuant to the Plan and on the Effective Date, the Company adopted Amended and Restated Bylaws (the “Bylaws”).  Descriptions of the material provisions of the Certificate of Incorporation and the Bylaws are contained in the Company’s Registration Statement on Form 8-A12G filed with the Securities and Exchange Commission on February 25, 2010.

Copies of the Certificate of Incorporation and the Bylaws are included as Exhibit 3.1 and 3.2 to this Current Report on Form 8-K and are incorporated by reference into this Item 5.03.

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Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

3.1Amended and Restated Certificate of Incorporation

3.2Amended and Restated Bylaws

4.1Indenture

4.2Form of Convertible Note (included in Exhibit 4.1)

4.3Registration Rights Agreement

4.4Warrant Agreement

4.5Form of Warrant

10.1Amended and Restated Credit Agreement

10.2Fourth Addendum to Lease Agreement With Option to Purchase, dated December 22, 2009, by and between Accuride Corporation, Viking Properties, LLC, and Logan Indiana Properties, LLC.

10.3Fourth Amendment to Amended and Restated Build to Suit Industrial Lease Agreement, dated February 18, 2010, by and between Industrial Realty Partners, LLC and Imperial Group, L.P.

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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:	March 4, 2010	/s/ Stephen A. Martin.
		Stephen A. Martin
		Vice President / General Counsel

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EXHIBIT INDEX

Exhibit No.	Description
3.1	Amended and Restated Certificate of Incorporation
3.2	Amended and Restated Bylaws
4.1	Indenture
4.2	Form of Convertible Note (included in Exhibit 4.1)
4.3	Registration Rights Agreement
4.4	Warrant Agreement
4.5	Form of Warrant
10.1	Amended and Restated Credit Agreement
10.2	Fourth Addendum to Lease Agreement With Option to Purchase, dated December 22, 2009, by and between Accuride Corporation, Viking Properties, LLC, and Logan Indiana Properties, LLC.
10.3	Fourth Amendment to Amended and Restated Build to Suit Industrial Lease Agreement, dated February 18, 2010, by and between Industrial Realty Partners, LLC and Imperial Group, L.P.

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EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

ACCURIDE CORPORATION

It is hereby certified that:

1:                    The name of the corporation (hereinafter called the “Corporation”) is Accuride Corporation.

2:                    The Corporation was incorporated on November 14, 1986 under the name “United States Wheel Corp.”.

3:                    The provision for making this Amended and Restated Certificate of Incorporation is contained in the Chapter 11 Joint Plan of Reorganization for Accuride Corporation, et al., as approved by the United States Bankruptcy Court for the District of Delaware on February 18, 2010.

4:                    Pursuant to Sections 242, 245 and 303 of the General Corporation Law of the State of Delaware, the Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety to read as follows:

ARTICLE I

NAME

The name of the corporation is Accuride Corporation (the “Corporation”).

ARTICLE II

REGISTERED OFFICE

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, and the name of its registered agent at that address is The Corporation Trust Company.

ARTICLE III

PURPOSE

The purpose of the Corporation is to engage in any lawful activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

ARTICLE IV

CAPITAL STOCK

Section 1.  Authorized Shares.  This Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.”  The total number of shares which the Corporation is authorized to issue is nine hundred million (900,000,000) shares, of which eight hundred million (800,000,000) shares shall be Common Stock and one hundred million (100,000,000) shares shall be Preferred Stock.  The Common Stock shall have a par value of one cent ($0.01) per share and the Preferred Stock shall have a par value of one cent ($0.01) per share.

Section 2.  Common Stock.  Except as otherwise provided in this Amended and Restated Certificate of Incorporation or by applicable law, the voting, dividend and liquidation rights of the holders of Common Stock are as follows:

(a)           Voting Rights.  Each record holder of Common Stock shall be entitled at any annual or special meeting of stockholders with respect to each share of Common Stock held by such holder as of the applicable record date, to one vote per share in person or by proxy on all matters submitted to a vote of the stockholders of the Corporation.  There shall be no cumulative voting.  The Corporation shall not issue any non-voting equity securities.

Notwithstanding the foregoing, except as otherwise required by applicable law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Amended and Restated Certificate of Incorporation (including any Certificate of Designations (as defined below) filed with the Secretary of State establishing the terms of a series of Preferred Stock in accordance with Section 3 of this Article IV) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series of Preferred Stock are

entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to applicable law or this Amended and Restated Certificate of Incorporation (including any certificate filed with the Secretary of State establishing the terms of a series of Preferred Stock in accordance with Section 3 of this Article IV).

(b)           Dividends and Distributions.  Except as may be provided in any Certificate of Designations for any series of Preferred Stock outstanding at the time, the holders of Common Stock shall be entitled to receive such dividends and other distributions in cash, property or shares of stock of the Corporation as may be declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor.

(c)           Liquidation Rights.  Except as may be provided in any Certificate of Designations for any series of Preferred Stock outstanding at the time, in the event of any dissolution, liquidation or winding-up of the affairs of the Corporation, whether voluntary or involuntary, after payment or provision for payment of the debts and other liabilities of the Corporation, the remaining assets and funds of the Corporation, if any, shall be divided among and paid ratably to the holders of Common Stock then outstanding in proportion to the number of shares held by them.

Section 3.  Preferred Stock.  The Board of Directors is authorized, subject to limitations prescribed by law, to provide by resolution or resolutions for the issuance of a share or shares of Preferred Stock in one or more series and, by filing a certificate of designation with the Secretary of State pursuant to the DGCL setting forth a copy of such resolution or resolutions (a “Certificate of Designations”), to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences, and rights of the shares of each such series and the qualifications, limitations, and restrictions thereof.  Each series of the Preferred Stock shall be appropriately designated by a distinguishing letter or title, prior to the issue of any shares thereof.  The authority of the Board of Directors with respect to the Preferred Stock and any series shall include, but not be limited to, determination of the following:

(a)           the number of shares constituting any series and the distinctive designation of that series;

(b)           the dividend rate on the shares of any series, whether dividends shall be cumulative, the conditions and date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series;

(c)           the voting rights for the shares of any series, in addition to the voting rights provided by applicable law, and the number of votes per share and the terms and conditions of such voting rights;

(d)           whether any series shall have conversion privileges and, if so, the terms and conditions of conversion, including provision for adjustment of the conversion rate upon such events as the Board of Directors shall determine;

(e)           whether the shares of any series shall be redeemable and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

(f)            whether any series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;

(g)           the rights of the shares of any series in the event of voluntary or involuntary dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that series; and

(h)           any other powers, preferences, rights, qualifications, limitations, and restrictions of any series.

Notwithstanding the provisions of Section 242(b)(2) of the DGCL, the number of authorized shares of Preferred Stock and Common Stock may, without a class or series vote, be increased or decreased (but not below the number of shares thereof then outstanding) from time to time by the affirmative vote of the holders of at least a majority of the voting power of the Corporation’s then outstanding capital stock, voting together as a single class.

Section 4.  7.5% Senior Convertible Notes.  In addition to the foregoing, so long as any obligations under the Corporation’s 7.5% Senior Convertible Notes due 2020 (the “Convertible Notes”), outstanding pursuant to that certain Indenture, dated as of February 26, 2010, by and between the Corporation, certain subsidiaries of the Corporation, as guarantors, and Wilmington Trust FSB, as Trustee (the “Convertible Notes Indenture”) remain outstanding and not discharged in full, the holders of the Convertible Notes shall have the right to vote, as provided herein pursuant to Section 221 of the DGCL.  The holders of the Convertible Notes shall be entitled to vote upon all matters upon which holders of any class or classes of Common Stock have the right to vote.  The number of votes represented by each Convertible Note shall be equal to the largest number of whole shares of Common Stock (rounded down to the nearest whole share) into which such Convertible Note may be converted, in accordance with the Convertible Notes Indenture, at the record date for the determination of the stockholders entitled to vote on such matters or, if no such record date is established, at the date such vote is taken.  Except as provided in this Section 4 or as otherwise required by applicable law, the holders of the Convertible Notes shall have no right or power to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting.

ARTICLE V

BOARD OF DIRECTORS

Section 1.  Powers of the Board.  The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.  In addition to the powers and

authority expressly conferred upon them by applicable law or by this Amended and Restated Certificate of Incorporation or the Bylaws of the Corporation, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.

Section 2.  Number of Directors.  The total number of directors constituting the entire Board of Directors shall be determined as set forth in the Bylaws of the Corporation, with the precise number of directors to be determined from time to time exclusively by a vote of a majority of the entire Board of Directors, but in no case will a decrease in the number of directors shorten the term of any incumbent director.

Section 3.  Removal of Directors.  Except as may be provided in any Certificate of Designations for any series of Preferred Stock with respect to any directors elected by the holders of such series and except as otherwise required by applicable law, any or all of the directors of the Corporation may be removed from office, with or without cause, only by the affirmative vote of the holders of at least a majority of the voting power of the Corporation’s then outstanding capital stock entitled to vote generally in the election of directors, voting together as a single class.

Section 4.  Vacancies.  Except as may be provided in any Certificate of Designations for any series of Preferred Stock with respect to any directors elected (or to be elected) by the holders of such series, any vacancies in the Board of Directors for any reason and any newly created directorships resulting by reason of any increase in the number of directors may be filled only by the Board of Directors (and not by the stockholders), acting by majority of the remaining directors then in office, although less than a quorum, or by a sole remaining director, and any directors so appointed shall hold office until the next meeting of stockholders at which directors are to be elected and until their successors are elected and qualified.

Section 5.  Bylaws.  The Board of Directors of the Corporation shall have the power to adopt, amend, alter, change or repeal any and all Bylaws of the Corporation.  In addition, the stockholders of the Corporation may adopt, amend, alter, change or repeal any and all Bylaws of the Corporation by the affirmative vote of the holders of at least sixty six and 2/3rds percent (66 2/3rds %) of the voting power of the Corporation’s then outstanding capital stock, voting together as a single class.

Section 6.  Elections of Directors.  Elections of directors need not be by written ballot unless otherwise provided in the Bylaws of the Corporation.

Section 7.  Officers.  Except as otherwise expressly delegated by resolution of the Board of Directors, the Board of Directors shall have the exclusive power and authority to appoint and remove officers of the Corporation.

ARTICLE VI

STOCKHOLDERS

Section 1. Actions by Consent.  Except as may be provided in any Certificate of Designations for any series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of such stockholders and may not be effected by any written consent in lieu of a meeting by such stockholders.

Section 2. Special Meetings of Stockholders.  Except as may be provided in a resolution or resolutions of the Board of Directors providing for any series of Preferred Stock, special meetings of stockholders of the Corporation may be called only by the Chairman of the Board of Directors or by the Secretary upon direction of the Board of Directors pursuant to a resolution adopted by a majority of the entire Board of Directors.

ARTICLE VII

DIRECTOR LIABILITY

A director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is prohibited by the DGCL as it presently exists or may hereafter be amended; provided, that no subsequent amendment shall adversely affect any right of a director with respect to any event occurring prior to the time of such amendment.  Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right arising prior to the time of such amendment, modification or repeal.

ARTICLE VIII

INDEMNIFICATION

Section 1.  Right of Indemnification.  The Corporation shall indemnify and hold harmless, to the fullest extent not prohibited by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person.  Notwithstanding the preceding sentence, except as otherwise provided in Section 3 of this Article VIII, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by

such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized in the specific case by the Board of Directors.

Section 2.  Prepayment of Expenses.  The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any Proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified for such amounts under this Article VIII or otherwise.

Section 3.  Claims.  If a claim for indemnification (following the final disposition of the Proceeding with respect to which indemnification is sought, including any settlement of such Proceeding) or advancement of expenses under this Article VIII is not paid in full within thirty days after a written claim therefor by the Covered Person has been received by the Corporation, the Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest extent not prohibited by applicable law.  In any such action the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under this Article VIII and applicable law.

Section 4.  Non-Exclusivity of Rights.  The rights conferred on any Covered Person by this Article VIII shall not be exclusive of any other rights which such Covered Person may have or hereafter acquire under any statute, any other provision of this Amended and Restated Certificate of Incorporation, the Bylaws of the Corporation, or any agreement, vote of stockholders or disinterested directors or otherwise.

Section 5.  Amendment or Repeal.  Any right to indemnification or to advancement of expenses of any Covered Person arising hereunder shall not be eliminated or impaired by an amendment to or repeal of this Article VIII after the occurrence of the act or omission that is the subject of the Proceeding for which indemnification or advancement of expenses is sought.

Section 6.  Other Indemnification and Advancement of Expenses.  This Article VIII shall not limit the right of the Corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

ARTICLE IX

AMENDMENT

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and, except as otherwise provided in this Amended and Restated

Certificate of Incorporation or by applicable law, all rights conferred on stockholders and/or directors herein are granted subject to this reservation.

*    *    *

IN WITNESS WHEREOF, ACCURIDE CORPORATION has caused this Amended and Restated Certificate of Incorporation to be executed by its duly authorized officer this 26th day of February, 2010.

ACCURIDE CORPORATION
By:	/s/ Stephen A. Martin
	Name:  Stephen A. Martin
	Title:  Vice President / General Counsel

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED BYLAWS

OF

ACCURIDE CORPORATION

(A DELAWARE CORPORATION)

(February 26, 2010)

TABLE OF CONTENTS

		Page
ARTICLE I. OFFICES		1
Section 1.1	Offices	1
ARTICLE II. CORPORATE SEAL		1
Section 2.1	Corporate Seal	1
ARTICLE III. STOCKHOLDERS’ MEETING		1
Section 3.1	Place of Meetings	1
Section 3.2	Annual Meeting	1
Section 3.3	Notice of Business to be Brought Before a Meeting	1
Section 3.4	Notice of Nominations for Election to the Board of Directors	5
Section 3.5	Special Meetings	7
Section 3.6	Notice of Meetings	8
Section 3.7	Quorum and Adjournment	8
Section 3.8	Voting	9
Section 3.9	Voting Rights; Proxies	9
Section 3.10	Joint Owners of Stock	9
Section 3.11	List of Stockholders	10
Section 3.12	Inspection of Elections	10
Section 3.13	No Action Without Meeting	10
Section 3.14	Organization	11
ARTICLE IV. DIRECTORS		11
Section 4.1	Number and Term of Office	11
Section 4.2	Powers	11
Section 4.3	Vacancies	11
Section 4.4	Resignation	12
Section 4.5	Removal	12
Section 4.6	Meetings	12
Section 4.7	Quorum; Voting	13
Section 4.8	Action Without Meeting	13
Section 4.9	Fees and Compensation	13
Section 4.10	Committees	13
Section 4.11	Organization	14
ARTICLE V. OFFICERS		14
Section 5.1	Officers Designated	14
Section 5.2	Term of Office	15
Section 5.3	Duties of Officers	15
Section 5.4	Delegation of Authority	16
Section 5.5	Resignations	16
Section 5.6	Removal	17

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ARTICLE VI. EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE CORPORATION		17
Section 6.1	Execution of Corporate Instruments	17
Section 6.2	Voting of Securities Owned by the Corporation	17
ARTICLE VII. SHARES OF STOCK		17
Section 7.1	Form and Execution of Certificates	17
Section 7.2	Lost Certificates	18
Section 7.3	Transfers	18
Section 7.4	Fixing Record Dates	19
Section 7.5	Registered Stockholders	19
ARTICLE VIII. OTHER SECURITIES OF THE CORPORATION		19
Section 8.1	Execution of Other Securities	19
ARTICLE IX. DIVIDENDS		20
Section 9.1	Declaration of Dividends	20
Section 9.2	Dividend Reserve	20
ARTICLE X. FISCAL YEAR		20
Section 10.1	Fiscal Year	20
ARTICLE XI. NOTICES		20
Section 11.1	Notices	20
ARTICLE XII. INDEMNIFICATION		22
Section 12.1	Right of Indemnification	22
Section 12.2	Prepayment of Expenses	22
Section 12.3	Claims	23
Section 12.4	Non-Exclusivity of Rights	23
Section 12.5	Amendment or Repeal	23
Section 12.6	Other Indemnification and Advancement of Expenses	23
ARTICLE XIII. AMENDMENTS		23
Section 13.1	Amendments	23

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AMENDED AND RESTATED

BYLAWS

OF

ACCURIDE CORPORATION

(A DELAWARE CORPORATION)

ARTICLE I.

OFFICES

Section 1.1Offices.  In addition to the Corporation’s registered office in the State of Delaware, as provided for in the Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), the Corporation may also have and maintain an office or principal place of business at such place as may be fixed by the Board of Directors, and may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II.

CORPORATE SEAL

Section 2.1Corporate Seal.  The corporate seal shall consist of a die bearing the name of the Corporation and the inscription, “Corporate Seal-Delaware.”  Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE III.

STOCKHOLDERS’ MEETING

Section 3.1Place of Meetings.  Meetings of the stockholders of the Corporation shall be held at such place, either within or without the State of Delaware, as may be designated from time to time by the Board of Directors.  The Board of Directors may determine that the meeting shall not be held at any place, but instead shall be held solely by means of remote communication as provided under the General Corporation Law of the State of Delaware, as amended (the “DGCL”).

Section 3.2Annual Meeting.  To the extent required by applicable law, an annual meeting of stockholders of the Corporation shall be held each year at such date and time designated by the Board of Directors.  At each annual meeting of stockholders, directors shall be elected and any other proper business may be transacted.

Section 3.3Notice of Business to be Brought Before a Meeting.

(a)At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting.  To be properly brought before an annual meeting, business must be (i) brought before the meeting by the Corporation

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and specified in the notice of meeting given by or at the direction of the Board of Directors, (ii) brought before the meeting by or at the direction of the Board of Directors, including by any committees or persons appointed by the Board of Directors, or (iii) otherwise properly brought before the meeting by a stockholder who (A) was a stockholder of record (and, with respect to any beneficial owner, if different, on whose behalf such business is proposed, only if such beneficial owner was the beneficial owner of shares of the Corporation) both at the time of giving the notice provided for in this Section 3.3 and at the time of the meeting, (B) is entitled to vote at the meeting, and (C) has complied with this Section 3.3 as to such business.  Except for proposals properly made in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations, the “Exchange Act”), and included in the notice of meeting given by or at the direction of the Board of Directors, the foregoing clause (iii) shall be the exclusive means for a stockholder to propose business to be brought before an annual meeting of the stockholders.  Stockholders shall not be permitted to propose business to be brought before a special meeting of the stockholders, and the only matters that may be brought before a special meeting are the matters specified in the notice of meeting given by or at the direction of the person calling the meeting pursuant to Section 3.5.  Stockholders seeking to nominate persons for election to the Board of Directors must comply with Section 3.4, and this Section 3.3 shall not be applicable to nominations except as expressly provided in Section 3.4.

(b)Without qualification, for business to be properly brought before an annual meeting by a stockholder, the stockholder must (i) provide Timely Notice (as defined below) thereof in writing and in proper form to the Secretary of the Corporation, (ii) provide any updates or supplements to such notice at the times and in the forms required by this Section 3.3, (iii) if the stockholder or the beneficial owner, if different, on whose behalf such business is proposed, has provided the Corporation with a Solicitation Notice (as defined in Section 3.3(c)), deliver a proxy statement and form of proxy to holders of at least the percentage of the Corporation’s voting shares required under applicable law to carry any such proposal and must have included in such materials the Solicitation Notice, and (iv) if no Solicitation Notice relating thereto has been timely provided to the Corporation, not solicit proxies in support of such proposal.  To be timely, a stockholder’s notice must be delivered to, or mailed and received at, the principal executive offices of the Corporation not less than ninety days nor more than one hundred twenty days prior to the one-year anniversary of the preceding year’s annual meeting; provided, however, that if the date of the annual meeting is more than thirty days before or more than sixty days after such anniversary date, notice by the stockholder to be timely must be so delivered, or mailed and received, not later than the ninetieth day prior to such annual meeting or, if later, the tenth day following the day on which public disclosure of the date of such annual meeting was first made (such notice within such time periods, “Timely Notice”).  In no event shall any adjournment of an annual meeting or the announcement thereof commence a new time period for the giving of Timely Notice as described above.

(c)To be in proper form for purposes of this Section 3.3, a stockholder’s notice to the Secretary shall set forth:

(1)As to each Proposing Person (as defined below in this Section 3.3(c)), (A) the name and address of such Proposing Person (including, if applicable, the name and address that appear on the Corporation’s books and records); (B) the class or series and

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number of shares of the Corporation that are, directly or indirectly, owned of record or beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) by such Proposing Persons, except that such Proposing Person shall in all events be deemed to beneficially own any shares of any class or series of the Corporation as to which such Proposing Person has a right to acquire beneficial ownership at any time in the future; and (C) whether such Proposing Person intends to deliver a proxy statement and form of proxy to holders of at least the percentage of the Corporation’s voting shares required under applicable law to carry the proposal (an affirmative statement of such intent, a “Solicitation Notice”) (the disclosures to be made pursuant to the foregoing clauses (A) through (C) are referred to as “Stockholder Information”);

(2)As to each Proposing Person, (A) any derivative, swap or other transaction or series of transactions engaged in, directly or indirectly, by such Proposing Person, the purpose or effect of which is to give such Proposing Person economic risk similar to ownership of shares of any class or series of the Corporation, including due to the fact that the value of such derivative, swap or other transactions are determined by reference to the price, value or volatility of any shares of any class or series of the Corporation, or which derivative, swap or other transactions provide, directly or indirectly, the opportunity to profit from any increase in the price or value of shares of any class or series of the Corporation (“Synthetic Equity Interests”), which such Synthetic Equity Interests shall be disclosed without regard to whether (x) such derivative, swap or other transactions convey any voting rights in such shares to such Proposing Person, (y) the derivative, swap or other transactions are required to be, or are capable of being, settled through delivery of such shares or (z) such Proposing Person may have entered into other transactions that hedge or mitigate the economic effect of such derivative, swap or other transactions, (B) any proxy (other than a revocable proxy or consent given in response to a solicitation made pursuant to, and in accordance with, Section 14(a) of the Exchange Act by way of a solicitation statement filed on Schedule 14A), agreement, arrangement, understanding or relationship pursuant to which such Proposing Person has or shares a right to vote any shares of any class or series of the Corporation, (C) any agreement, arrangement, understanding or relationship, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, engaged in, directly or indirectly, by such Proposing Person, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of shares of any class or series of the Corporation by, manage the risk of share price changes for, or increase or decrease the voting power of, such Proposing Person with respect to the shares of any class or series of the Corporation, or which provides, directly or indirectly, the opportunity to profit from any decrease in the price or value of the shares of any class or series of the Corporation (“Short Interests”), (D) any performance related fees (other than an asset based fee) that such Proposing Person is entitled to based on any increase or decrease in the price or value of shares of any class or series of the Corporation, or any Synthetic Equity Interests or Short Interests, if any, and (E) any other information relating to such Proposing Person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies or consents by such Proposing Person in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act (the disclosures to be made pursuant to the foregoing clauses (A) through (E) are referred to as “Disclosable Interests”); provided, however, that Disclosable Interests shall not include any such disclosures with respect to the ordinary course business activities of any broker, dealer, commercial bank, trust company or other nominee who is a

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Proposing Person solely as a result of being the stockholder directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner; and

(3)As to each item of business that the stockholder proposes to bring before the annual meeting, (A) a reasonably brief description of the business desired to be brought before the annual meeting, the reasons for conducting such business at the annual meeting and any material interest in such business of each Proposing Person, (B) the text of the proposal or business (including the text of any resolutions proposed for consideration), and (C) a reasonably detailed description of all agreements, arrangements and understandings (x) between or among any of the Proposing Persons or (y) between or among any Proposing Person and any other person or entity (including their names) in connection with the proposal of such business by such stockholder.

For purposes of this Section 3.3, the term “Proposing Person” shall mean (i) the stockholder providing the notice of business proposed to be brought before an annual meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the business proposed to be brought before the annual meeting is made, and (iii) any affiliate or associate (each within the meaning of Rule 12b-2 under the Exchange Act for purposes of these Bylaws) of such stockholder or beneficial owner.

(d)A stockholder providing notice of business proposed to be brought before an annual meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 3.3 shall be true and correct as of the record date for the meeting and as of the date that is ten business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation not later than five business days after the record date for the meeting (in the case of the update and supplement required to be made as of the record date), and not later than eight business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (or, if not practicable, on the first practicable date prior to such adjourned or postponed meeting) (in the case of the update and supplement required to be made as of ten business days prior to the meeting or any adjournment or postponement thereof).

(e)Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at an annual meeting except in accordance with this Section 3.3.  The presiding officer of the meeting shall, if the facts warrant, determine that the business was not properly brought before the meeting in accordance with this Section 3.3, and if he or she should so determine, he or she shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

(f)This Section 3.3 is expressly intended to apply to any business proposed to be brought before an annual meeting of stockholders other than any proposal made pursuant to Rule 14a-8 under the Exchange Act.  In addition to the requirements of this Section 3.3 with respect to any business proposed to be brought before an annual meeting, each Proposing Person shall comply with all applicable requirements of the Exchange Act with respect to any such business.  Nothing in this Section 3.3 shall be deemed to affect the rights of stockholders to

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request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

(g)For purposes of these Bylaws, “public disclosure” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.

Section 3.4Notice of Nominations for Election to the Board of Directors.

(a)Except as may be provided in the Certificate of Incorporation, nominations of any person for election to the Board of Directors at an annual meeting or at a special meeting (but only if the election of directors is a matter specified in the notice of meeting given by or at the direction of the person calling such special meeting) may be made at such meeting only (i) by or at the direction of the Board of Directors, including by any committee or persons appointed by the Board of Directors, or (ii) by a stockholder who (A) was a stockholder of record (and, with respect to any beneficial owner, if different, on whose behalf such nomination is proposed to be made, only if such beneficial owner was the beneficial owner of shares of the Corporation) both at the time of giving the notice provided for in this Section 3.4 and at the time of the meeting, (B) is entitled to vote at the meeting, and (C) has complied with this Section 3.4 as to such nomination.  The foregoing clause (ii) shall be the exclusive means for a stockholder to make any nomination of a person or persons for election to the Board of Directors at an annual meeting or special meeting.

(b)Without qualification, for a stockholder to make any nomination of a person or persons for election to the Board of Directors at an annual meeting, the stockholder must (i) provide Timely Notice (as defined in Section 3.3) thereof in writing and in proper form to the Secretary of the Corporation, (ii) provide any updates or supplements to such notice at the times and in the forms required by this Section 3.4, (iii) if the stockholder or the beneficial owner, if different, on whose behalf any such nomination is proposed to be made, has provided the Corporation with a Solicitation Notice (as defined in Section 3.3(c)), deliver a proxy statement and form of proxy to holders of a percentage of the Corporation’s voting shares reasonably believed by such stockholder or beneficial owner to be sufficient to elect the nominee or nominees proposed to be nominated by such stockholder and must have included in such materials the Solicitation Notice, and (iv) if no Solicitation Notice relating thereto has been timely provided to the Corporation, not solicit proxies in connection with such nominations.  Without qualification, if the election of directors is a matter specified in the notice of meeting given by or at the direction of the person calling such special meeting, then for a stockholder to make any nomination of a person or persons for election to the Board of Directors at a special meeting, the stockholder must (i) provide timely notice thereof (as described below) in writing and in proper form to the Secretary of the Corporation at the principal executive offices of the Corporation, (ii) provide any updates or supplements to such notice at the times and in the forms required by this Section 3.4, (iii) if the stockholder or the beneficial owner, if different, on whose behalf any such nomination is proposed to be made, has provided the Corporation with a Solicitation Notice (as defined in Section 3.3(c)), deliver a proxy statement and form of proxy to holders of a percentage of the Corporation’s voting shares reasonably believed by such stockholder or beneficial owner to be sufficient to elect the nominee or nominees proposed to be

5

nominated by such stockholder and must have included in such materials the Solicitation Notice, and (iv) if no Solicitation Notice relating thereto has been timely provided to the Corporation, not solicit proxies in connection with such nominations.  To be timely, a stockholder’s notice for nominations to be made at a special meeting must be delivered to, or mailed and received at, the principal executive offices of the Corporation not earlier than the one hundred twentieth day prior to such special meeting and not later than the ninetieth day prior to such special meeting or, if later, the tenth day following the day on which public disclosure (as defined in Section 3.3) of the date of such special meeting was first made.  In no event shall any adjournment of an annual meeting or special meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described above.

(c)To be in proper form for purposes of this Section 3.4, a stockholder’s notice to the Secretary shall set forth:

(1)As to each Nominating Person (as defined below), the Stockholder Information (as defined in Section 3.3(c)(1), except that for purposes of this Section 3.4: (A) the term “Nominating Person” shall be substituted for the term “Proposing Person” in all places it appears in Section 3.3(c)(1)) and (B) a Solicitation Notice shall be provided with respect to whether the Nominating Person intends to deliver a proxy statement and form of proxy to holders of at least a percentage of the Corporation’s shares reasonably believed by such Nominating Person to be sufficient to elect the nominee or nominees proposed to be nominated by such Nominating Person;

(2)As to each Nominating Person, any Disclosable Interests (as defined in Section 3.3(c)(2), except that for purposes of this Section 3.4 the term “Nominating Person” shall be substituted for the term “Proposing Person” in all places it appears in Section 3.3(c)(2) and the disclosure in clause (E) of Section 3.3(c)(2) shall be made with respect to the election of directors at the meeting);

(3)As to each person whom a Nominating Person proposes to nominate for election as a director, (A) all information with respect to such proposed nominee that would be required to be set forth in a stockholder’s notice pursuant to this Section 3.4 if such proposed nominee were a Nominating Person, (B) all information relating to such proposed nominee that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14(a) under the Exchange Act (including such proposed nominee’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected), and (C) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among any Nominating Person, on the one hand, and each proposed nominee, or his or her respective affiliates and associates, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 under Regulation S-K if such Nominating Person were the “registrant” for purposes of such rule and the proposed nominee were a director or executive officer of such registrant; and

(4)The Corporation may require any proposed nominee to furnish such other information (A) as may reasonably be required by the Corporation to determine the

6

eligibility of such proposed nominee to serve as an independent director of the Corporation in accordance with the Corporation’s Corporate Governance Guidelines or the applicable listing requirements of any securities exchange on with the Corporation’s capital stock is listed for trading or (B) that could be material to a reasonable stockholder’s understanding of the independence or lack of independence of such proposed nominee.

For purposes of this Section 3.4, the term “Nominating Person” shall mean (i) the stockholder providing the notice of the nomination proposed to be made at the meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the nomination proposed to be made at the meeting is made, and (iii) any affiliate or associate of such stockholder or beneficial owner.

(d)A stockholder providing notice of any nomination proposed to be made at a meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 3.4 shall be true and correct as of the record date for the meeting and as of the date that is ten business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation not later than five business days after the record date for the meeting (in the case of the update and supplement required to be made as of the record date), and not later than eight business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (or, if not practicable, on the first practicable date prior to such adjourned or postponed meeting) (in the case of the update and supplement required to be made as of ten business days prior to the meeting or any adjournment or postponement thereof).

(e)Notwithstanding anything in these Bylaws to the contrary, no person shall be eligible for election as a director of the Corporation unless nominated in accordance with this Section 3.4.  The presiding officer at the meeting shall, if the facts warrant, determine that a nomination was not properly made in accordance with this Section 3.4, and if he or she should so determine, he or she shall so declare such determination to the meeting and the defective nomination shall be disregarded.

(f)In addition to the requirements of this Section 3.4 with respect to any nomination proposed to be made at a meeting, each Nominating Person shall comply with all applicable requirements of the Exchange Act with respect to any such nominations.

Section 3.5Special Meetings.  Except as may be provided in a resolution or resolutions of the Board of Directors providing for any series of Preferred Stock, special meetings of stockholders of the Corporation may be called only by the Chairman of the Board of Directors or by the Secretary upon direction of the Board of Directors pursuant to a resolution adopted by a majority of the entire Board of Directors.  Stockholders shall not be permitted to call special meetings, or propose business to be brought before a special meeting, and the only matters that may be considered at any special meeting of the stockholders are the matters specified in the notice of the meeting given by or at the direction of the person calling the meeting pursuant to this Section 3.5.

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Section 3.6Notice of Meetings.

(a)Notice.  Except as otherwise required by law, the Certificate of Incorporation or these Bylaws, written, printed or electronic notice stating the place, if any, date and hour of the meeting, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be prepared and delivered by the Corporation not less than ten nor more than sixty days before the date of the meeting, either personally, by mail, or in the case of stockholders who have consented to such delivery, by electronic transmission (as such term is defined in the DGCL), to each stockholder of record entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting, such notice to specify the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at any such meeting.

(b)Notice Deemed Received.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the stockholder at such address as it appears on the records of the Corporation.  Notice given by electronic transmission shall be effective (i) if by facsimile, when faxed to a number where the stockholder has consented to receive notice; (ii) if by electronic mail, when mailed electronically to an electronic mail address at which the stockholder has consented to receive such notice; (iii) if by posting on an electronic network together with a separate notice of such posting, upon the later to occur of the posting or the giving of separate notice of the posting; or (iv) if by other form of electronic transmission, when directed to the stockholder in the manner consented to by the stockholder.

(c)Waiver of Notice. Notice of the date, hour and place, if any, and, if applicable, the purpose of any meeting of stockholders may be waived in writing, signed by the person entitled to notice thereof, or by electronic transmission by such person, either before or after such meeting, and will be waived by any such stockholder’s attendance at the meeting in person, by remote communication, if applicable, or by proxy, except if the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.

(d)Postponement; Cancellation.  Any previously scheduled meeting of stockholders may be postponed, and, unless otherwise prohibited by applicable law or the Certificate of Incorporation, may be cancelled by resolution duly adopted by a majority of the Board of Directors, upon public notice given prior to the date previously scheduled for such meeting of stockholders.

Section 3.7Quorum and Adjournment.  Unless otherwise provided in the Certificate of Incorporation or these Bylaws or required by applicable law, holders of a majority of the voting power of the issued and outstanding shares of capital stock of the Corporation entitled to vote at the meeting, voting together as a single class, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of stockholders.  If such quorum is not so present or represented at any meeting of stockholders, then the chairman of the meeting or the holders of a majority in voting power of the shares present in person or

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represented by proxy at the meeting, voting together as a single class, shall have power to adjourn the meeting from time to time until a quorum is so present or represented. When a meeting is adjourned to another time or place, if any, notice need not be given of the adjourned meeting if the time and place, if any, of such adjourned meeting, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At such adjourned meeting at which a quorum is so present or represented, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.  If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall also fix a new record date for determining the stockholders entitled to notice of such adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date for notice of such adjourned meeting.

Section 3.8Voting.  Each stockholder shall be entitled to that number of votes for each share of capital stock held by such stockholder as set forth in the Certificate of Incorporation.  In all matters, other than the election of directors and except as otherwise required by law, the Certificate of Incorporation, these Bylaws or the rules and regulations of any stock exchange applicable to the Corporation, the affirmative vote of a majority of the voting power of the shares of capital stock of the Corporation present or represented by proxy at the meeting and entitled to vote on the subject matter, voting together as a single class, shall be the act of the stockholders.  Subject to the rights of the holders of any series of Preferred Stock to elect directors, a plurality of the voting power of the shares of capital stock of the Corporation present in person or represented by proxy at the meeting and entitled to vote with respect to the election of directors, voting together as a single class, shall elect directors.

Section 3.9Voting Rights; Proxies.  For the purpose of determining those stockholders entitled to vote at any meeting of the stockholders, except as otherwise provided by law, only persons in whose names shares stand on the stock records of the Corporation on the record date for such purpose shall be entitled to vote at any meeting of stockholders.  Every stockholder entitled to vote at a meeting may authorize another person or persons to act for such stockholder by proxy. No proxy shall be voted or acted upon after three years from its date unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.  A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary of the Corporation a revocation of the proxy or a new proxy bearing a later date.

Section 3.10Joint Owners of Stock.  If shares having voting power stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: (a) if only one votes, his act binds all; (b) if more than one votes, the act of the

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majority so voting binds all; (c) if more than one votes, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionally, or may apply to the Delaware Court of Chancery for relief as provided in Section 217(b) of the DGCL.  If the instrument filed with the Secretary of the Corporation shows that any such tenancy is held in unequal interests, a majority or even-split for the purpose of subsection (c) shall be a majority or even-split in interest.

Section 3.11List of Stockholders.  The officer of the Corporation who has charge of the stock ledger shall prepare and make available, at least ten days before every meeting of stockholders a complete list of the stockholders entitled to vote at said meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than ten days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting at least ten days prior to the meeting (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinary business hours at the principal place of business of the Corporation.  If the meeting is to be held at a place, then a list of stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present.  If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.  Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 3.11 or to vote in person or by proxy at any meeting of stockholders.

Section 3.12Inspection of Elections.  If required by applicable law, the Board of Directors by resolution shall appoint one or more inspectors, which inspector or inspectors may include individuals who serve the Corporation in other capacities, including, without limitation, as officers, employees, agents or representatives of the Corporation, to act at the meeting and make a written report thereof.  One or more persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate has been appointed to act, or if all inspectors or alternates who have been appointed are unable to act, at a meeting of stockholders, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall have the duties prescribed by the DGCL.

Section 3.13No Action Without Meeting.  Any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken only upon the vote of the stockholders at any annual or special meeting duly called and may not be taken by written consent of the stockholders.

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Section 3.14Organization.

(a)At every meeting of stockholders, the chairman of the meeting shall be the Chairman of the Board of Directors, or, if such Chairman has not been appointed or is absent, the Chairman of the Audit Committee of the Board of Directors or, is such Chairman has not been appointed or is absent, the President, or, if the President is absent, a chairman of the meeting chosen by the affirmative vote of a majority of the voting power of the shares of capital stock of the Corporation present or represented by proxy at the meeting and entitled to vote on the subject matter, voting together as a single class.  The Secretary, or, in his absence, an Assistant Secretary directed to do so by the President, shall act as secretary of the meeting.

(b)The Board of Directors shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient.  Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to stockholders of record of the Corporation and their duly authorized and constituted proxies and such other persons as the chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting on matters which are to be voted on by ballot.  Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with rules of parliamentary procedure.

ARTICLE IV.

DIRECTORS

Section 4.1Number and Term of Office.  Except as may be provided in a Certificate of Designations providing for any series of Preferred Stock with respect to any directors elected (or to be elected) by the holders of such series, the total number of directors constituting the entire Board of Directors shall consist of not less than five nor more than seven members, with the precise number of directors to be determined from time to time exclusively by a vote of a majority of the entire Board of Directors, but in no case will a decrease in the number of directors shorten the term of any incumbent director.  Directors shall be elected at each annual meeting of stockholders and each director so elected shall hold office, subject to the earlier resignation, death, disqualification or removal of such director, until the next succeeding annual meeting or until his or her successor shall have been elected and qualified.

Section 4.2Powers.  The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.  In addition to the powers and authority expressly conferred upon them by applicable law or by the Certificate of Incorporation or these Bylaws, the directors shall exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.

Section 4.3Vacancies.  Except as may be provided in a Certificate of Designations for any series of Preferred Stock with respect to any directors elected (or to be elected) by the

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holders of such series, any vacancies in the Board of Directors for any reason and any newly created directorships resulting by reason of any increase in the number of directors may be filled only by the Board of Directors (and not by the stockholders), acting by majority of the remaining directors then in office, although less than a quorum, or by a sole remaining director, and any directors so appointed shall hold office until the next meeting of stockholders at which directors are to be elected and until their successors are elected and qualified.  A vacancy in the Board of Directors shall be deemed to exist under this Bylaw in the case of the resignation, death, disqualification or removal of any director.

Section 4.4Resignation.  Any director may resign at any time by delivering his written resignation to the Secretary of the Corporation, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors.  If no such specification is made, it shall be deemed effective at the pleasure of the Board of Directors.

Section 4.5Removal.  Except as may be provided in a Certificate of Designations providing for any series of Preferred Stock with respect to any directors elected by the holders of such series and except as otherwise required by applicable law, any or all of the directors of the Corporation may be removed from office, with or without cause, only by the affirmative vote of the holders of at least a majority of the voting power of the Corporation’s then outstanding capital stock entitled to vote generally in the election of directors, voting together as a single class.

Section 4.6Meetings.

(a)Regular Meetings.  The Board of Directors may, by resolution, provide for the time and place for the holding of regular meetings of the Board of Directors.  No further notice shall be required for regular meetings of the Board of Directors.

(b)Special Meetings.  Special meetings of the Board of Directors may be held at any time and place within or without the State of Delaware, whenever called by the Chairman of the Board, the Chief Executive Officer or any two of the directors.

(c)Meetings by Electronic Communications Equipment.  Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

(d)Notice of Special Meetings.  Notice of the time and place of all special meetings of the Board of Directors shall be given to each director at his business or residence in writing, or by facsimile transmission, telephone communication or electronic transmission. If mailed, such notice shall be deemed adequately delivered when deposited in the United States mail so addressed, with postage thereon prepaid, at least five days before such meeting. If by facsimile transmission or other electronic transmission, such notice shall be transmitted at least twenty-four hours before such meeting. If by telephone, the notice shall be given at least twelve hours prior to the time set for the meeting. Neither the business to be transacted at, nor the

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purpose of, any special meeting of the Board of Directors need be specified in the notice of such meeting.

(e)Waiver of Notice.  Notice of any meeting may be waived in writing, or by electronic transmission, at any time before or after the meeting and will be deemed waived by any director by attendance at the meeting, except when the director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened. All waivers shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 4.7Quorum; Voting.  Unless the Certificate of Incorporation requires a greater number, a quorum of the Board of Directors shall consist of a majority of the total number of directors constituting the entire Board of Directors, as such total number is fixed from time to time by the Board of Directors in accordance with the Certificate of Incorporation; provided, however, at any meeting, whether a quorum be present or otherwise, a majority of the directors present may adjourn the meeting from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.  At each meeting of the Board of Directors at which a quorum is present, all questions and business shall be determined by the affirmative vote of a majority of the directors present, unless a different vote is required by the DGCL, the Certificate of Incorporation or these Bylaws.

Section 4.8Action Without Meeting.  Unless otherwise prohibited by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or the committee, as the case may be, consent thereto in writing or by electronic transmission, and such writing or writings or transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or the committee.  Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 4.9Fees and Compensation.  Directors shall be entitled to such compensation for their services as may be approved by the Board of Directors, including, if so approved, a fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting of the Board of Directors and at any meeting of a committee of the Board of Directors.  Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent, employee, or otherwise and receiving compensation therefor.

Section 4.10Committees.

(a)Establishment of Committees.  The Board of Directors may designate one or more committees, each committee to consist of two or more of the members of the Board of Directors.  The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors

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to act at the meeting in place of any such absent or disqualified member.  Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the Corporation, except as expressly limited by Section 141(c)(2) of the DGCL.

(b)Term.  Except as provided by applicable law, the Board of Directors may at any time increase or decrease the number of members of a committee or terminate the existence of a committee. The membership of a committee member shall terminate on the date of his death or voluntary resignation or removal from the committee or from the Board of Directors.  The Board of Directors may at any time for any reason remove any individual committee member and the Board of Directors may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee.

(c)Meetings.  Unless the Board of Directors shall otherwise provide, regular meetings of any committee appointed pursuant to this Section 4.10 shall be held at such times and places, if any, as are determined by the Board of Directors, the Chairman of the Board, or by any such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings need be given thereafter.  Special meetings of any such committee may be held at any place which has been determined from time to time by such committee, and may be called by any director who is a member of such committee, upon notice to the members of such committee of the time and place of such special meeting given in the matter provided for the giving of notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors.  Notice of any special meeting of any committee may be waived in writing at any time before or after the meeting and will be deemed waived by any director by attendance at the meeting, except when the director attends such special meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Unless otherwise provided by the Board of Directors in the resolutions authorizing the creation of the committee, a majority of the authorized number of members of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee.

Section 4.11Organization.  At every meeting of the directors, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President, or if the President is absent, the most senior Vice President, (if a director) or, in the absence of any such person, a chairman of the meeting chosen by a majority vote of the directors present, shall preside over the meeting.  The Secretary, or in his absence, any Assistant Secretary designated and directed to do so by the person presiding at the meeting, shall act as secretary of the meeting.

ARTICLE V.

OFFICERS

Section 5.1Officers Designated.  The officers of the Corporation shall include, if and when designated, a Chairman of the Board, a Chief Executive Officer, a President, a Chief Financial Officer, one or more Vice Presidents, a Secretary, and a Treasurer and such other officers and agents as the Board of Directors from time to time may designate. The Board of

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Directors may give any officer such further designations or alternative titles as it deems appropriate. The Chairman of the Board shall be chosen from the directors. All officers chosen by the Board of Directors shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article V. Such officers shall also have such powers and duties as from time to time may be conferred by the Board of Directors or by any committee thereof.  Any one person may hold any number of offices of the Corporation at any one time unless specifically prohibited therefrom by the DGCL.  The salaries and other compensation of the officers of the Corporation shall be fixed by or in the manner designated by the Board of Directors.

Section 5.2Term of Office.  Each officer of the Corporation shall hold office at the pleasure of the Board of Directors and shall hold office until his or her successor shall have been duly elected and qualified, or until his or her death or until he or she shall resign or be removed.

Section 5.3Duties of Officers.

(a)Chairman of the Board.  The Chairman of the Board, when present, shall preside at all meetings of the stockholders and at all meetings of the Board of Directors.  The Chairman of the Board shall perform other duties commonly incident to his or her office and shall also perform such other duties and have such other powers, as the Board of Directors shall designate from time to time.

(b)Chief Executive Officer.  The Chief Executive Officer shall preside at all meetings of the stockholders and (if a director) at all meetings of the Board of Directors, unless a Chairman of the Board has been appointed and is present.  The Chief Executive Officer shall have general supervision, direction and control of the business and affairs of the Corporation, subject only to the power and authority of the Board of Directors.  The Chief Executive Officer shall perform other duties commonly incident to his or her office, and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.

(c)President.  The President shall preside at all meetings of the stockholders and (if a director) at all meetings of the Board of Directors, unless either the Chief Executive Officer has been appointed and is present or the Chairman of the Board has been appointed and is present.  Unless some other officer has been elected Chief Executive Officer of the Corporation, the President shall be the Chief Executive Officer of the Corporation.  The President shall perform other duties commonly incident to his or her office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.

(d)Vice Presidents.  The Vice Presidents, if any, that have been designated officers of the Corporation, may assume and perform the duties of the President in the absence or disability of the President or whenever the office of President is vacant.  The Vice Presidents, if any, that have been designated officers of the Corporation, shall perform other duties commonly incident to their office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

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(e)Secretary.  The Secretary shall attend all meetings of the stockholders and the Board of Directors and shall record all acts and proceedings thereof in the minute book of the Corporation.  The Secretary shall give notice in conformity with these Bylaws of all meetings of the stockholders and of all meetings of the Board of Directors and any committee thereof requiring notice.  The Secretary shall perform all other duties given to the Secretary in these Bylaws and other duties commonly incident to his or her office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.  Any Assistant Secretary may assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each Assistant Secretary shall perform other duties commonly incident to his or her office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time. The Secretary shall have custody of the seal of the Corporation and shall affix the same to all instruments requiring it, when authorized by the Board of Directors, the Chairman of the Board or the President, and attest to the same.

(f)Chief Financial Officer.  The Chief Financial Officer shall keep or cause to be kept the books of account of the Corporation in a thorough and proper manner and shall render statements of the financial affairs of the Corporation in such form and as often as required by the Board of Directors, the President or the Chief Executive Officer.  The Chief Financial Officer, subject to the order of the Board of Directors, shall have custody of all funds and securities of the Corporation.  The Chief Financial Officer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors, at its regular meetings or when the Board of Directors so requires, an account of the financial condition of the Corporation.  The Chief Financial Officer shall perform other duties commonly incident to his or her office, and shall also perform such other duties and have such other powers as the Board of Directors, the President or the Chief Executive Officer shall designate from time to time.

(g)Treasurer.  The Treasurer may assume and perform the duties of the Chief Financial Officer in the absence or disability of the Chief Financial Officer or whenever the office of Chief Financial Officer is vacant.  The Treasurer shall perform other duties commonly incident to his or her office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.  Any Assistant Treasurer may assume and perform the duties of the Treasurer in the absence or disability of the Treasurer, and each Assistant Treasurer shall perform other duties commonly incident to his or her office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

Section 5.4Delegation of Authority.  The Board of Directors may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof.

Section 5.5Resignations.  Any officer may resign at any time by giving notice in writing or by electronic transmission to the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the President or the Secretary.  Any such resignation shall be effective when received by the person or persons to whom such notice is given, unless a later time is specified therein in which event the resignation shall become effective at such later time.  Unless

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otherwise specified in such notice, the acceptance of any such resignation by the Corporation shall not be necessary to make it effective.  Any resignation shall be without prejudice to the rights, if any, of the Corporation under applicable law, the Certificate of Incorporation, these Bylaws or any contract with the resigning officer.

Section 5.6Removal.  Any officer may be removed from office at any time, either with or without cause, by the Board of Directors, or by any committee or superior officers upon whom such power of removal may have been conferred by the Board of Directors.

ARTICLE VI.

EXECUTION OF CORPORATE INSTRUMENTS AND VOTING
OF SECURITIES OWNED BY THE CORPORATION

Section 6.1Execution of Corporate Instruments.  The Board of Directors may determine the method and designate the signatory officer or officers, or other person or persons, to execute on behalf of the Corporation any corporate instrument or document, or to sign on behalf of the Corporation the corporate name, or to enter into contracts on behalf of the Corporation, except where otherwise provided by applicable law or these Bylaws, and such execution or signature shall be binding upon the Corporation.

In the absence of any determination by the Board of Directors, all instruments and documents requiring the corporate signature, unless otherwise required by applicable law, may be executed, signed or endorsed by the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Secretary or the Treasurer or in such other manner as may be directed by the Board of Directors.

All checks and drafts drawn on banks or other depositaries on funds to the credit of the Corporation or in special accounts of the Corporation shall be signed by the Chief Financial Officer, the Treasurer or such other person or persons as the Board of Directors shall authorize so to do.

Unless authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Section 6.2Voting of Securities Owned by the Corporation.  All stock and other securities of other corporations owned or held by the Corporation for itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors, or, in the absence of such authorization, by the Chief Executive Officer, the President, or any Vice President.

ARTICLE VII.

SHARES OF STOCK

Section 7.1Form and Execution of Certificates.  The Corporation may issue shares of any class or series of stock in certificated or uncertificated form, as determined by the Board of Directors.  Certificates for the shares of stock of the Corporation shall be in such form as is

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consistent with the Certificate of Incorporation and applicable law.  Every holder of stock in the Corporation represented by certificate shall be entitled to have a certificate signed by or in the name of the Corporation by the President or any Vice President and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by such stockholder in the Corporation.  Any or all of the signatures on the certificate may be facsimiles.  In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued with the same effect as if he or she were such officer, transfer agent, or registrar at the date of issue.  Each certificate shall state upon the face or back thereof, in full or in summary, all of the powers, designations, preferences, and the relative, participating, optional or other special rights, and the qualifications, limitations or restrictions of the shares authorized to be issued or shall, except as otherwise required by applicable law, set forth on the face or back a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences, and the relative, participating, optional or other special rights, and the qualifications, limitations or restrictions, of a class or any series of stock.  Upon request and within a reasonable time after the issuance or transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this Section 7.1 or otherwise required by applicable law, or with respect to this Section 7.1 a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences, and the relative, participating, optional or other special rights, and the qualifications, limitations or restrictions, of a class or any series of stock.  Except as otherwise expressly provided by law, the rights and obligations of the holders of certificates representing stock of the same class or series shall be identical.

Section 7.2Lost Certificates.  A new certificate or certificates or uncertificated shares shall be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed.  The Corporation may require, as a condition precedent to the issuance of a new certificate or certificates or uncertificated shares, the owner of such lost, stolen, or destroyed certificate or certificates, or such owner’s legal representative, to agree to indemnify the Corporation in such manner as it shall require or to give the Corporation a surety bond in such form and amount as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 7.3Transfers.

(a)Transfers of record of shares of stock of the Corporation shall be made only upon its books by the holders thereof, in person or by attorney duly authorized, and upon the surrender of a properly endorsed certificate or certificates for a like number of shares.

(b)The corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the Corporation to restrict the transfer of shares of stock of the Corporation of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL.

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Section 7.4Fixing Record Dates.

(a)In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, subject to applicable law, not be more than sixty nor less than ten days before the date of such meeting.  If the Board of Directors so fixes a record date, such record date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

(b)In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action.  If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 7.5Registered Stockholders.  The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by applicable law.

ARTICLE VIII.

OTHER SECURITIES OF THE CORPORATION

Section 8.1Execution of Other Securities.  All bonds, debentures and other corporate securities of the Corporation, other than stock certificates (covered in Section 7.1), may be signed by the Chief Executive Officer, the President or any Vice President, or such other person as may be authorized by the Board of Directors, and the corporate seal impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary, or the Chief Financial Officer or Treasurer or an Assistant Treasurer;

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provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature, or where permissible facsimile signature, of a trustee under an indenture pursuant to which such bond, debenture or other corporate security shall be issued, the signatures of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such persons.  Interest coupons appertaining to any such bond, debenture or other corporate security, authenticated by a trustee as aforesaid, shall be signed by the Chief Financial Officer, the Treasurer or an Assistant Treasurer of the Corporation or such other person as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person.  In case any officer who shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon or on any such interest coupon, shall have ceased to be such officer before the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the Corporation and issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not ceased to be such officer of the Corporation.

ARTICLE IX.

DIVIDENDS

Section 9.1Declaration of Dividends.  Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation and applicable law, if any, may be declared by the Board of Directors pursuant to law at any regular or special meeting.  Dividends may be paid in cash, in property, or in shares of capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation and applicable law.

Section 9.2Dividend Reserve.  The Board of Directors may set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve.

ARTICLE X.

FISCAL YEAR

Section 10.1Fiscal Year.  The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

ARTICLE XI.

NOTICES

Section 11.1Notices.

(a)Notice to Stockholders.  Notice to stockholders of stockholder meetings shall be given as provided in Section 3.6 herein.  Without limiting the manner by which notice may otherwise be given effectively to stockholders under any agreement or contract with such stockholder, and except as otherwise required by law, notice to stockholders for purposes other than stockholder meetings may be sent by U.S. mail or nationally recognized overnight courier, or by facsimile, or by electronic mail or other applicable electronic means consented to by such stockholder in accordance with Section 232 of the DGCL.

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(b)Notice to Directors.  Any notice required to be given to any director may be given by any method stated in Section 4.6(d) hereof, as otherwise provided in these Bylaws, or by U.S. mail or nationally recognized overnight courier, or by facsimile, or by electronic mail, except that such notice other than one which is delivered personally shall be sent to such address as such director shall have filed in writing with the Secretary, or, in the absence of such filing, to the last known post office address of such director.

(c)Affidavit of Notice.  An affidavit of notice, executed by a duly authorized and competent employee of the Corporation or its transfer agent appointed with respect to the class of stock affected, specifying the name and address or the names and addresses of the stockholder or stockholders, or director or directors, to whom any such notice or notices was or were given, and the time and method of giving the same, shall, in the absence of fraud, be prima facie evidence of the facts therein contained.

(d)Time Notices Deemed Given.  All notices given by mail, as above provided, shall be deemed to have been given as of the time of mailing, and all notices given by facsimile or electronic mail shall be deemed to have been given as of the sending time recorded at time of transmission.

(e)Methods of Notice.  It shall not be necessary that the same method of giving notice be employed in respect of all directors or stockholders, but one permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employed in respect of any other or others.

(f)Failure to Receive Notice.  The period or limitation of time within which any stockholder may exercise any option or right, or enjoy any privilege or benefit, or be required to act, or within which any director may exercise any power or right, or enjoy any privilege, pursuant to any notice sent to such stockholder in the manner above provided, shall not be affected or extended in any manner by the failure of such stockholder or such director to receive such notice.

(g)Notice to Person with Whom Communication Is Unlawful.  Whenever notice is required to be given, under any provision of law or of the Certificate of Incorporation or these Bylaws, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person.  Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given.  In the event that the action taken by the Corporation is such as to require the filing of a certificate under any provision of the DGCL, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

(h)Notice to Person with Undeliverable Address.  Whenever notice is required to be given, under any provision of law or the Certificate of Incorporation or Bylaws, to any stockholder to whom (i) notice of two consecutive annual meetings, and all notices of meetings to such person during the period between such two consecutive annual meetings, or (ii)

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all, and at least two, payments (if sent by first-class mail) of dividends or interest on securities during a twelve-month period, have been mailed addressed to such person at his or her address as shown on the records of the Corporation and have been returned undeliverable, the giving of such notice to such person shall not be required.  Any meeting which shall be taken or held without notice to such person shall have the same force and effect as if such notice had been duly given.  If any such person shall deliver to the Corporation a written notice setting forth his or her then current address, the requirement that notice be given to such person shall be reinstated.  In the event that the action taken by the Corporation is such as to require the filing of a certificate under any provision of the DGCL, the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to this paragraph.  Notwithstanding the foregoing, this Section 11.1(h) shall not apply to notice given by means of electronic transmission.

(i)Notice to Stockholders Sharing an Address.  Except as otherwise prohibited under the DGCL, any notice given under the provisions of the DGCL, the Certificate of Incorporation or these Bylaws shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given.  Such consent shall have been deemed to have been given if such stockholder fails to object in writing to the Corporation within sixty days of having been given notice by the Corporation of its intention to send the single notice.  Any consent shall be revocable by the stockholder by written notice to the Corporation.

ARTICLE XII.

INDEMNIFICATION

Section 12.1Right of Indemnification.  The Corporation shall indemnify and hold harmless, to the fullest extent not prohibited by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person.  Notwithstanding the preceding sentence, except as otherwise provided in Section 12.3 of this ARTICLE XII, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized in the specific case by the Board of Directors.

Section 12.2Prepayment of Expenses.  The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any Proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all

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amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified for such amounts under this ARTICLE XII or otherwise.

Section 12.3Claims.  If a claim for indemnification (following the final disposition of the Proceeding with respect to which indemnification is sought, including any settlement of such Proceeding) or advancement of expenses under this ARTICLE XII is not paid in full within thirty days after a written claim therefor by the Covered Person has been received by the Corporation, the Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest extent not prohibited by applicable law.  In any such action the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under this ARTICLE XII and applicable law.

Section 12.4Non-Exclusivity of Rights.  The rights conferred on any Covered Person by this ARTICLE XII shall not be exclusive of any other rights which such Covered Person may have or hereafter acquire under any statute, the Certificate of Incorporation, these Bylaws, or any agreement, vote of stockholders or disinterested directors or otherwise.

Section 12.5Amendment or Repeal.  Any right to indemnification or to advancement of expenses of any Covered Person arising hereunder shall not be eliminated or impaired by an amendment to or repeal of this ARTICLE XII after the occurrence of the act or omission that is the subject of the Proceeding for which indemnification or advancement of expenses is sought.

Section 12.6Other Indemnification and Advancement of Expenses.  This ARTICLE XII shall not limit the right of the Corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

ARTICLE XIII.

AMENDMENTS

Section 13.1Amendments.  These Bylaws may be altered or amended or new Bylaws adopted as provided in the Certificate of Incorporation.

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EX-4.1

Exhibit 4.1

ACCURIDE CORPORATION

as Issuer,

GUARANTORS NAMED IN SCHEDULE I HERETO

and

WILMINGTON TRUST FSB

as Trustee

INDENTURE

Dated as of February 26, 2010

$140,000,000

7.5% Senior Convertible Notes due 2020

ACCURIDE CORPORATION(1)

RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT
OF 1939 AND INDENTURE, DATED AS OF FEBRUARY 26, 2010

TRUST INDENTURE ACT SECTION		INDENTURE SECTION
310	(a)(1)	608
	(a)(2)	608
	(b)	609
312	(a)	701
	(c)	702
313	(a)	703
	(c)	703
314	(a)(4)	1018(a)
	(c)(1)	102
	(c)(2)	102
	(e)	102
315	(a)	601(a)
	(b)	602
	(c)	601(b)
	(d)	601(c), 603
316	(a)(last sentence)	101 (“Outstanding”)
	(a)(1)(A)	502, 512
	(a)(1)(B)	513
	(b)	508
	(c)	104(d)
317	(a)(1)	503
	(a)(2)	504
	(b)	1003
318	(a)	111

(1) Note: This reconciliation and tie shall not, for any purpose, be deemed to be part of this Indenture.

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Table of Contents

ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
SECTION 101.	DEFINITIONS	2
SECTION 102.	COMPLIANCE CERTIFICATES AND OPINIONS	31
SECTION 103.	FORM OF DOCUMENTS DELIVERED TO TRUSTEE	32
SECTION 104.	ACTS OF HOLDERS	32
SECTION 105.	NOTICES, ETC., TO TRUSTEE, THE COMPANY AND ANY GUARANTOR	33
SECTION 106.	NOTICE TO HOLDERS; WAIVER	34
SECTION 107.	EFFECT OF HEADINGS AND TABLE OF CONTENTS	34
SECTION 108.	SUCCESSORS AND ASSIGNS	34
SECTION 109.	SEPARABILITY CLAUSE	35
SECTION 110.	BENEFITS OF INDENTURE	35
SECTION 111.	GOVERNING LAW	35
SECTION 112.	LEGAL HOLIDAYS	35
SECTION 113.	NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES, OR STOCKHOLDERS	35
SECTION 114.	COUNTERPARTS	35
ARTICLE TWO
NOTE FORMS
SECTION 201.	FORMS GENERALLY	36
ARTICLE THREE
THE NOTES
SECTION 301.	TITLE AND TERMS	36
SECTION 302.	DENOMINATIONS	37
SECTION 303.	EXECUTION, AUTHENTICATION, DELIVERY AND DATING	37
SECTION 304.	TEMPORARY NOTES	39
SECTION 305.	REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE	39
SECTION 306.	MUTILATED, DESTROYED, LOST AND STOLEN NOTES	41
SECTION 307.	PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED	41
SECTION 308.	PERSONS DEEMED OWNERS	42
SECTION 309.	CANCELLATION	42
SECTION 310.	COMPUTATION OF INTEREST	42
SECTION 311.	CUSIP NUMBERS	42
SECTION 312.	ISSUANCE OF ADDITIONAL NOTES	43
SECTION 313.	REGISTRATION RIGHTS	43

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ARTICLE FOUR
SATISFACTION AND DISCHARGE
SECTION 401.	SATISFACTION AND DISCHARGE OF INDENTURE	43
SECTION 402.	APPLICATION OF TRUST MONEY	44
ARTICLE FIVE
REMEDIES
SECTION 501.	EVENTS OF DEFAULT	45
SECTION 502.	ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT	46
SECTION 503.	COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE	47
SECTION 504.	TRUSTEE MAY FILE PROOFS OF CLAIM	47
SECTION 505.	TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF NOTES	48
SECTION 506.	APPLICATION OF MONEY AND PROPERTY COLLECTED	48
SECTION 507.	LIMITATION ON SUITS	49
SECTION 508.	UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST	50
SECTION 509.	RESTORATION OF RIGHTS AND REMEDIES	50
SECTION 510.	RIGHTS AND REMEDIES CUMULATIVE	50
SECTION 511.	DELAY OR OMISSION NOT WAIVER	50
SECTION 512.	CONTROL BY HOLDERS	50
SECTION 513.	WAIVER OF PAST DEFAULTS	51
SECTION 514.	WAIVER OF STAY OR EXTENSION LAWS	52
SECTION 515.	UNDERTAKING FOR COSTS	52
ARTICLE SIX
THE TRUSTEE
SECTION 601.	CERTAIN DUTIES AND RESPONSIBILITIES	52
SECTION 602.	NOTICE OF DEFAULTS	54
SECTION 603.	CERTAIN RIGHTS OF TRUSTEE	54
SECTION 604.	TRUSTEE NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF NOTES	56
SECTION 605.	MAY HOLD NOTES	56
SECTION 606.	MONEY HELD IN TRUST	56
SECTION 607.	COMPENSATION AND REIMBURSEMENT	56
SECTION 608.	CORPORATE TRUSTEE REQUIRED; ELIGIBILITY	57
SECTION 609.	RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR	58
SECTION 610.	ACCEPTANCE OF APPOINTMENT BY SUCCESSOR	59

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SECTION 611.	MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS	59
ARTICLE SEVEN
HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY
SECTION 701.	COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES	60
SECTION 702.	DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS	60
SECTION 703.	REPORTS BY TRUSTEE	60
ARTICLE EIGHT
MERGER, CONSOLIDATION, OR SALE OF ASSETS
SECTION 801.	COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS	60
SECTION 802.	GUARANTORS MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS	61
SECTION 803.	SUCCESSOR SUBSTITUTED	62
ARTICLE NINE
SUPPLEMENTS AND AMENDMENTS TO INDENTURE
SECTION 901.	SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS	63
SECTION 902.	SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS	64
SECTION 903.	EXECUTION OF SUPPLEMENTAL INDENTURES	65
SECTION 904.	EFFECT OF SUPPLEMENTAL INDENTURES	65
SECTION 905.	CONFORMITY WITH TRUST INDENTURE ACT	65
SECTION 906.	REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES	65
SECTION 907.	NOTICE OF SUPPLEMENTAL INDENTURES	66
ARTICLE TEN
COVENANTS
SECTION 1001.	PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST	66
SECTION 1002.	MAINTENANCE OF OFFICE OR AGENCY	66
SECTION 1003.	MONEY FOR NOTE PAYMENTS TO BE HELD IN TRUST	66
SECTION 1004.	CORPORATE EXISTENCE	68
SECTION 1005.	PAYMENT OF TAXES AND OTHER CLAIMS	68
SECTION 1006.	MAINTENANCE OF PROPERTIES	68
SECTION 1007.	ADDITIONAL INTEREST NOTICE	69
SECTION 1008.	COMPLIANCE WITH LAWS	69
SECTION 1009.	LIMITATION ON RESTRICTED PAYMENTS	69
SECTION 1010.	LIMITATION ON INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF DISQUALIFIED STOCK	73
SECTION 1011.	LIMITATION ON LIENS	77
SECTION 1012.	LIMITATION ON TRANSACTIONS WITH AFFILIATES	77

iv

SECTION 1013.	LIMITATION ON DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES	79
SECTION 1014.	LIMITATION ON GUARANTEES OF INDEBTEDNESS BY RESTRICTED SUBSIDIARIES	80
SECTION 1015.	[INTENTIONALLY OMITTED]	81
SECTION 1016.	[INTENTIONALLY OMITTED]	81
SECTION 1017.	LIMITATION ON SALES OF ASSETS	81
SECTION 1018.	STATEMENT BY OFFICERS AS TO DEFAULT	82
SECTION 1019.	COMMISSION REPORTS AND REPORTS TO HOLDERS	82
SECTION 1020.	SUSPENSION OF COVENANTS	83
ARTICLE ELEVEN
REDEMPTION OR REPURCHASE OF NOTES
SECTION 1101.	OPTIONAL REDEMPTION	84
SECTION 1102.	APPLICABILITY OF ARTICLE	84
SECTION 1103.	ELECTION TO REDEEM; NOTICE TO TRUSTEE	85
SECTION 1104.	NOTICE OF REDEMPTION	85
SECTION 1105.	DEPOSIT OF REDEMPTION PRICE	86
SECTION 1106.	NOTES PAYABLE ON REDEMPTION DATE	86
SECTION 1107.	RIGHT OF HOLDERS TO REQUIRE THE COMPANY TO REPURCHASE THE NEW NOTES IF A CHANGE IN CONTROL OCCURS	86
SECTION 1108.	OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS	89
ARTICLE TWELVE
GUARANTEES
SECTION 1201.	GUARANTEES	91
SECTION 1202.	SEVERABILITY	92
SECTION 1203.	RESTRICTED SUBSIDIARIES	92
SECTION 1204.	RANKING OF GUARANTEES	93
SECTION 1205.	LIMITATION OF GUARANTORS’ LIABILITY	93
SECTION 1206.	CONTRIBUTION	93
SECTION 1207.	SUBROGATION	93
SECTION 1208.	REINSTATEMENT	94
SECTION 1209.	RELEASE OF A GUARANTOR	94
SECTION 1210.	BENEFITS ACKNOWLEDGED	94
ARTICLE THIRTEEN
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
SECTION 1301.	COMPANY’S OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE	95
SECTION 1302.	LEGAL DEFEASANCE AND DISCHARGE	95
SECTION 1303.	COVENANT DEFEASANCE	95

v

SECTION 1304.	CONDITIONS TO LEGAL DEFEASANCE OR COVENANT DEFEASANCE	96
SECTION 1305.	DEPOSITED MONEY AND U.S. GOVERNMENT SECURITIES TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS	97
SECTION 1306.	REPAYMENT TO THE COMPANY	98
SECTION 1307.	REINSTATEMENT	98
ARTICLE FOURTEEN
CONVERSION
SECTION 1401.	CONVERSION RIGHT AND DIVIDEND PARTICIPATION; CONVERSION RATE AND CONVERSION PRICE	98
SECTION 1402.	VOTING RIGHTS	99
SECTION 1403.	CONVERSION PROCEDURES	99
SECTION 1404.	ADJUSTMENTS TO THE CONVERSION RATE; ANTI-DILUTION PROTECTION	102
SECTION 1405.	RESPONSIBILITY OF TRUSTEE FOR CONVERSION PROVISIONS	108

SCHEDULE, ANNEX, APPENDIX & EXHIBITS

Schedule I — List of Guarantors

Annex A — Increase of Conversion Rate upon a Make-Whole Fundamental Change

Rule 144A/Regulation S/AI Appendix

Exhibit 1 to Rule 144A/Regulation S/AI Appendix — Form of Initial Note

Exhibit 2 to Rule 144A/Regulation S/AI Appendix — Form of Certificate of Transfer

Exhibit 3 to Rule 144A/Regulation S/AI Appendix — Form of Transferee Letter of Representation (Accredited Investors)

Exhibit A — Form of Supplemental Indenture

vi

INDENTURE, dated as of February 26, 2010 (this “Indenture”), among ACCURIDE CORPORATION, a Delaware corporation (the “Company”), having its principal office at 7140 Office Circle, Evansville, Indiana 47715, and certain of the Company’s direct and indirect Domestic Subsidiaries (as defined below), each named in the signature pages hereto (each, a “Guarantor” and, collectively, the “Guarantors”), and WILMINGTON TRUST FSB, a federal savings bank, as trustee (together with its successors and assigns, in such capacity, the “Trustee”).

RECITALS OF THE COMPANY

The Company has duly authorized the creation of and issuance of its 7.5% senior convertible notes in an aggregate principal amount of US$140.0 million issued on the date hereof (the “Initial Notes”), plus paid-in-kind (“PIK”) interest as set forth herein and to provide therefor the Company has duly authorized the execution and delivery of this Indenture.

The New Notes shall be convertible into shares of the common stock of the reorganized Company (the “New Common Stock”) as set forth in this Indenture.

Upon the effectiveness of the Resale Shelf Registration Statement (as defined herein), this Indenture will be subject to, and shall be governed by, the provisions of the Trust Indenture Act of 1939, as amended, that are required or deemed to be part of and to govern indentures qualified thereunder.

Each Guarantor has duly authorized its Guarantee of the New Notes and to provide therefor each Guarantor has duly authorized the execution and delivery of this Indenture.

All things necessary have been done to make the Notes, when executed and duly issued by the Company and authenticated and delivered hereunder by the Trustee or the Authenticating Agent, the valid obligations of the Company and to make this Indenture a valid and legally binding agreement of the Company in accordance with their and its terms.

All things necessary have been done to make the Guarantees, upon execution and delivery of this Indenture, the valid obligations of each Guarantor and to make this Indenture a valid and legally binding agreement of each Guarantor, in accordance with their and its terms.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders, as follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION

SECTION 101.       DEFINITIONS.

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(a)           the terms defined in this Article have the meanings assigned to them in this Article, and words in the singular include the plural as well as the singular, and words in the plural include the singular as well as the plural;

(b)           all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, or defined by Commission rule and not otherwise defined herein have the meanings assigned to them therein, and the terms “cash transaction” and “self-liquidating paper,” as used in TIA Section 311, shall have the meanings assigned to them in the rules of the Commission adopted under the Trust Indenture Act;

(c)           all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP (as herein defined);

(d)           the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision;

(e)           the word “or” is not exclusive;

(f)            “including” means including without limitation;

(g)           all references to Articles, Sections, Exhibits and Appendices shall be construed to refer to Articles and Sections of, and Exhibits and Appendices to, this Indenture;

(h)           all references, in any context, to any interest or other amount payable on or with respect to the Notes shall be deemed to include any Special Interest (as herein defined) pursuant to the Registration Rights Agreement;

(i)            all references to the date the Notes were originally issued shall refer to the Issuance Date; and

(j)            provisions of this Indenture apply to successive events and transactions.

Certain terms, used principally in Articles Two, Ten, Thirteen and Fourteen, are defined in those Articles.

2

“Acquired Indebtedness” means, with respect to any specified Person,

(1)           Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including, without limitation, Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and

(2)           Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Act” when used with respect to any Holder, has the meaning specified in Section 104 of this Indenture.

“Additional Interest” has the meaning ascribed to it in the Registration Rights Agreement.

“Additional Notes” means any Notes issued by the Company pursuant to Section 312.

“Adjusted Net Assets” has the meaning specified in Section 1206 of this Indenture.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person.  For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Affiliate Transaction” has the meaning specified in Section 1012 of this Indenture.

“Agent” means any Paying Agent, Authenticating Agent, Conversion Agent and Note Registrar under this Indenture.

“Appendix” has the meaning specified in Section 201 of this Indenture.

“Asset Sale” means:

(1)           the sale, conveyance, transfer or other disposition (whether in a single transaction or a series of related transactions) of property or assets (including by way of a sale and leaseback) of the Company or any Restricted Subsidiary (each referred to in this definition as a “disposition”) or

(2)           the issuance or sale of Equity Interests of any Restricted Subsidiary, whether in a single transaction or a series of related transactions.

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Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

(a)           a disposition of Cash Equivalents or Investment Grade Securities or obsolete, surplus, damaged or worn-out assets in the ordinary course of business or the sale, lease or discount of inventory, goods, services or accounts receivable in the ordinary course of business;

(b)           the disposition of all or substantially all of the assets of the Company in a manner permitted pursuant to the provisions described in Section 801 herein or any disposition that constitutes a Change in Control pursuant to this Indenture;

(c)           the making of any Restricted Payment that is permitted to be made, and is made, under Section 1009;

(d)           any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value of less than $10.0 million;

(e)           any disposition of property or assets or issuance of securities by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to another Restricted Subsidiary;

(f)            to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, as amended, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

(g)           the lease, assignment or a lease or sub-lease of any real or personal property in the ordinary course of business;

(h)           any financing transaction with respect to property built or acquired by the Company or any Restricted Subsidiary after the Issuance Date, including, without limitation, sale-leasebacks and asset securitizations permitted by this Indenture;

(i)            foreclosures on assets;

(j)            any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (with the exception of Investments in Unrestricted Subsidiaries);

(k)           the cancellation or abandonment or other disposition of intellectual property that is no longer useful in any material respect in the conduct of the business of the Company and its Subsidiaries taken as a whole or the licensing or sublicensing of intellectual property or other general intangibles and license, sublicenses, leases or subleases of other property in the ordinary course of business; and

(l)            the sale of Fabco Automotive Corporation for not less than $20.0 million in cash consideration.

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“Asset Sale Offer” has the meaning specified in Section 1017 of this Indenture.

“Asset Sale Purchase Date” has the meaning specified in Section 1108 of this Indenture.

“Authenticating Agent” means the Person appointed, if any, by the Trustee as an authenticating agent pursuant to the last paragraph of Section 303.

“Bankruptcy Law” means Title 11, United States Bankruptcy Code of 1978, as amended, or any similar United States federal or state or foreign law relating to bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization or relief of debtors or any amendment to, succession to or change in any such law.

“Board of Directors” means, with respect to any Person, either the board of directors of such Person or any duly authorized committee thereof.

“Board Resolution” means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by the Board of Directors of such Person or any committee thereof and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in The City of New York, Wilmington, Delaware, or Minneapolis, Minnesota are authorized or obligated by law or executive order to close.

“Capital Stock” means

(1)           in the case of a corporation, corporate stock,

(2)           in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock,

(3)           in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited) and

(4)           any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

“Cash Equivalents” means

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(1)           United States dollars,

(2)           pounds sterling,

(3)           (a) euro, or any national currency of any participating member state in the European Union, or (b) in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by them from time to time in the ordinary course of business,

(4)           marketable securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof and supported by the full faith and credit of the U.S. Treasury, either by statute or an opinion of the Attorney General of the United States,

(5)           certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus in excess of $500.0 million,

(6)           repurchase obligations for underlying securities of the types described in clauses (4) and (5) entered into with any financial institution meeting the qualifications specified in clause (5) above,

(7)           commercial paper rated A-1 or the equivalent thereof by Moody’s or S&P and in each case maturing within one year after the date of acquisition,

(8)           investment funds investing 95% of their assets in securities of the types described in clauses (1)-(7) above,

(9)           readily marketable direct obligations issued by any state of the United States of America or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition,

(10)         Indebtedness or preferred stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of 12 months or less from the date of acquisition, and

(11)         notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) through (3) above, provided that such amounts are converted into any currency listed in clauses (1) through (3) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

“Change in Control” means the occurrence of any of the following:

(1)           any “person” or “group” (as those terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than the Company or its Subsidiaries or their employee benefit plans becomes the “beneficial owner” (as that term is used in Rule 13d-3 under the Exchange

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Act), directly or indirectly, of more than 50% of the total outstanding voting power of all classes of the Company’s Voting Stock;

(2)           there occurs a sale, transfer, lease, conveyance or other disposition of all or substantially all of the Company’s property or assets to any “person” or “group” (as those terms are used in Sections 13(d) and 14(d) of the Exchange Act), including any group acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act;

(3)           the Company consolidates with, or merges with or into, another person or any person consolidates with, or merges with or into, the Company, unless the persons that “beneficially owned,” directly or indirectly, the shares of the Company’s Voting Stock immediately prior to such consolidation or merger “beneficially own,” directly or indirectly, immediately after such consolidation or merger, shares of the surviving or continuing corporation’s Voting Stock representing at least a majority of the total outstanding voting power of all outstanding classes of Voting Stock of the surviving or continuing corporation in substantially the same proportion as such ownership immediately prior to such consolidation or merger;

(4)           the Company is liquidated or dissolved or holders of the Company’s capital stock approve any plan or proposal for the Company’s liquidation or dissolution.

“Change in Control Repurchase Date” has the meaning specified in Section 1107 of this Indenture.

“Change in Control Repurchase Notice” has the meaning specified in Section 1107 of this Indenture.

“Change in Control Repurchase Price” has the meaning specified in Section 1107 of this Indenture.

“Change in Control Repurchase Right” has the meaning specified in Section 1107 of this Indenture.

“Closing Sale Price” of the New Common Stock means, on any given day, the Closing Sale Price reported in composite transactions for the principal U.S. national or regional securities exchange on which shares of the New Common Stock are listed for trading.  If shares of the New Common Stock are not listed for trading on a U.S. national or regional securities exchange on the relevant date, the “Closing Sale Price” will be the last quoted bid price for shares of the New Common Stock in the over the counter market on the relevant date as reported by the National Quotation Bureau or similar organization or if no Closing Sale Price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices.  If shares of the New Common Stock are not so quoted, the “Closing Sale Price” will be Fair Market Value of the New Common Stock.

“Code” means the Internal Revenue Code of 1986, as amended.

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“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

“Company” means the Person named as the “Company” in the first paragraph of this Indenture, until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person.

“Company Request” or “Company Order” means a written request or order signed in the name of the Company (a) by its Chairman, a Vice-Chairman, its President or any Vice President and (b) by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary and delivered to the Trustee; provided, however, that such written request or order may be signed by any two of the officers or directors listed in clause (a) above in lieu of being signed by one of such officers or directors listed in such clause (a) and one of the officers listed in clause (b) above.

“Consolidated” refers to the consolidation of accounts in accordance with GAAP.

“Consolidated Depreciation and Amortization Expense” means with respect to any Person for any period, the total amount of depreciation and amortization expense and other noncash charges, excluding any noncash item that represents an accrual, reserve or amortization of a cash expenditure for a future period, of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated Interest Expense” means, with respect to any period, the sum, without duplication, of:

(a)           consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted in computing Consolidated Net Income (including amortization of original issue discount resulting from the issuance of Indebtedness at less than par, non-cash interest payments (but excluding any non-cash interest expenses attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to Financial Accounting Standards Board Statement No. 133—“Accounting for Derivative Instruments and Hedging Activities”), the interest component of Capitalized Lease Obligations, and net payments, if any, pursuant to interest rate Hedging Obligations, excluding amortization of deferred financing fees and any expensing of bridge or other financing fees, and

(b)           consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued less

(c)           interest income for such period.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income, of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that

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(1)           any net after-tax extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) shall be excluded,

(2)           the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,

(3)           any net after-tax income from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed or discontinued operations shall be excluded,

(4)           any net after-tax gains attributable to asset dispositions (less all fees and expenses related thereto) other than in the ordinary course of business, as determined in good faith by the Board of Directors of the Company, shall be excluded,

(5)           the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of the Company shall be increased by the amount of dividends or distributions or other payments paid in cash (or to the extent converted into cash) (without duplication in the case of calculating Restricted Payments) to the referent Person or a Restricted Subsidiary thereof in respect of such period,

(6)           the Net Income for such period of any Restricted Subsidiary shall be excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or in similar distributions has been legally waived; provided that Consolidated Net Income of the Company shall be increased by the amount of dividends or other distributions or other payments paid in cash (or to the extent converted into cash) (without duplication in the case of calculating Restricted Payments) to the referent Person or a Restricted Subsidiary thereof in respect of such period,

(7)           any net after-tax income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded,

(8)           any impairment charge or asset write-off pursuant to Financial Accounting Standards Board Statement No. 142 and No. 144 and the amortization of intangibles arising pursuant to No. 141 shall be excluded, and

(9)           any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights to officers, directors or employees shall be excluded.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner,

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whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

(1)           to purchase any such primary obligation or any property constituting direct or indirect security therefor,

(2)           to advance or supply funds

(1)           for the purchase or payment of any such primary obligation or

(2)           to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

(3)           to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Conversion Agent” means any office or agency (including the Company acting as Conversion Agent) where the Notes may be presented for conversion.

“Conversion Date” has the meaning specified in Section 1403 of this Indenture.

“Conversion Notice” has the meaning specified in Section 1403 of this Indenture.

“Conversion Price” has the meaning specified in Section 1401 of this Indenture.

“Conversion Rate” has the meaning specified in Section 1401 of this Indenture.

“Corporate Trust Office” means the designated corporate trust office of the Trustee, at which at any particular time its corporate trust business shall be administered, which office at the date of execution of this Indenture is located at 50 South Sixth Street, Suite 1290, Minneapolis, MN 55402, except that with respect to presentation of Notes for payment or for registration of transfer or exchange, such term shall mean any office or agency of the Trustee at which, at any particular time, its corporate agency business shall be conducted.

“Covenant Defeasance” has the meaning specified in Section 1303 of this Indenture.

“Covenant Suspension Event” has the meaning specified in Section 1020 of this Indenture.

“Credit Facility” means, with respect to the Company or any Guarantor, one or more debt facilities (including, without limitation, the Senior Credit Facilities) or commercial paper facilities with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt

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securities to institutional investors) in whole or in part from time to time (and whether or not with the original administrative agent and lenders or another administrative agent or agents or other lenders and whether provided under the original Senior Credit Facilities or any other credit or other agreement or indenture).

“Custodian” means any receiver, trustee, assignee, liquidator, sequestrator or similar official under any Bankruptcy Law.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Definitive Notes” has the meaning specified in the Appendix.

“Depository” means The Depository Trust Company, its nominees and successors.

“Designated Noncash Consideration” means the fair market value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Noncash Consideration pursuant to an Officers’ Certificate, less the amount of cash or Cash Equivalents received in connection with a sale of such Designated Noncash Consideration.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable, other than as a result of a Change in Control or Asset Sale, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, other than as a result of a Change in Control or Asset Sale, in whole or in part, in each case prior to the date 91 days after the maturity date of the Notes; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Company or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“Domestic Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person other than a Foreign Subsidiary.

“EBITDA” means, for any period, the sum, of the amounts for such period of

(a)           Consolidated Net Income, plus

(b)           to the extent included in computing Consolidated Net Income, the sum (without duplication) of

(1)           Consolidated Interest Expense,

(2)           taxes computed on the basis of income,

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(3)           Consolidated depreciation expense,

(4)           Consolidated amortization expense (including amortization of deferred financing fees),

(5)           any expenses or charges incurred in connection with any issuance of debt or equity securities (including upfront and amendment fees payable in respect of bank facilities),

(6)           any fees and expenses related to Permitted Investments,

(7)           losses on asset sales,

(8)           restructuring charges or reserves for such period incurred by the Company or any Subsidiary in connection with (x) plant closures and the consolidation, relocation or elimination of operations and (y) related severance costs and other costs incurred in connection with the termination, relocation and training of employees; provided that unless otherwise agreed by the Trustee (acting on the instructions of holders of a majority in principal amount of the Notes), the maximum amount of all restructuring charges or reserves that may be included in EBITDA during the term of this Indenture shall not exceed $15,000,000 in the aggregate and $10,000,000 in any consecutive four quarter period,

(9)           any deduction for minority interest expense,

(10)         any other non-cash charges,

(11)         any other non-recurring charges,

(12)         currency losses (except any losses on currency hedging agreements that are entered into to hedge against fluctuations in foreign currencies with respect to items included in calculating operating income),

(13)         fees or expenses incurred or paid by the Company or any of its Subsidiaries in connection with the restructuring, and

(14)         with respect to any date of determination, the most recently completed four consecutive fiscal quarters ending on or immediately prior to such date, which contains a fiscal quarter with respect to which an EBITDA Deficiency (as defined in the Credit Agreement) was cured pursuant to and in compliance with the provisions of Section 5.04(b) of the Senior Credit Facilities, an amount equal to the EBITDA Deficiency Add Back (as defined in the Credit Agreement) with respect to such fiscal quarter, minus

(c)           to the extent included in computing Consolidated Net Income the sum, without duplication, the amounts for such period of

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(1)           any non-recurring gains,

(2)           all non-cash gains,

(3)           gains on asset sales, and

(4)           currency gains (except any gains on currency hedging agreements that are entered into to hedge against fluctuations in foreign currencies with respect to items included in calculating operating income),

determined, in the case of each of the foregoing clauses (a), (b) and (c) for the Company and its Subsidiaries, in accordance with GAAP for such period; provided that for purposes of such calculation, in the case of any Restricted Subsidiary acquired by the Company or any of its Restricted Subsidiaries following the commencement of any such period, amounts attributable to such Restricted Subsidiary shall be calculated as though such Subsidiary had been acquired on the first day of such period.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means any public or private sale of common stock or preferred stock of the Company (excluding Disqualified Stock and Excluded Contributions).

“Event of Default” has the meaning specified in Section 501 of this Indenture.

“Ex-Date” means the first date on which shares of the New Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in question.

“Excess Proceeds” has the meaning specified in Section 1017 of this Indenture.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Excluded Contributions” means net cash proceeds or marketable securities received by the Company from contributions to its common equity capital (other than Disqualified Stock and other than from a Restricted Subsidiary) designated as Excluded Contributions pursuant to an Officers’ Certificate on the date such capital contributions are made.

“Existing Indebtedness” means Indebtedness of the Company or its Restricted Subsidiaries in existence on the Issuance Date, plus interest accruing thereon, after application of the net proceeds of the sale of the New Notes.

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“Fair Market Value” means fair market value as determined by (A) the Chief Executive Officer or Chief Financial Officer of the Company in good faith, if such fair market value is less than $5.0 million, (B) the Board of Directors in good faith, if such fair market value may exceed $5.0 million but is less than $25.0 million, or (C) in writing by an independent investment banking firm of nationally recognized standing, if such fair market value may exceed $25.0 million.

“First Priority Lien Obligations” means all of the Obligations of the Company and its Subsidiaries under the Senior Credit Facilities.

“Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period.  In the event that the Company or any of its Restricted Subsidiaries incurs, assumes, guarantees or redeems any Indebtedness (other than ordinary working capital borrowings) or issues or redeems Disqualified Stock or preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee or redemption of Indebtedness, or such issuance or redemption of Disqualified Stock or preferred stock, as if the same had occurred at the beginning of the applicable four-quarter period.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, consolidations and discontinued operations (as determined in accordance with GAAP) that have been made by the Company or any of its Restricted Subsidiaries during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations and discontinued operations (and the reduction of any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period.  If since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period) shall have made any Investment, acquisition, disposition, merger, consolidation or discontinued operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation or discontinued operation had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company.  If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness).  Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.  For purposes of making the

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computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period.  Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Company may designate.

“Fixed Charges” means, with respect to any Person for any period, the sum of

(a)           Consolidated Interest Expense of such Person for such period,

(b)           all cash dividend payments (excluding items eliminated in consolidation) on any series of preferred stock of such Person made during such period, and

(c)           all cash dividend payments (excluding items eliminated in consolidation) on any series of Disqualified Stock made during such period.

“Foreign Subsidiary” means a Restricted Subsidiary not organized or existing under the laws of the United States, any State thereof, the District of Columbia, or any territory thereof.

“Funding Guarantor” has the meaning specified in Section 1206 of this Indenture.

“GAAP” means generally accepted accounting principles in the United States.

“Global Notes” has the meaning specified in the Appendix.

“Government Securities” means securities that are

(a)           direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged, or

(b)           obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

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“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“Guarantee” means any guarantee of the obligations of the Company under this Indenture and the Notes by any Person in accordance with the provisions of this Indenture.  When used as a verb, “Guarantee” shall have a corresponding meaning.

“Guarantor” means all Restricted Subsidiaries that are Domestic Subsidiaries and guarantee the Senior Credit Facilities as of the Issuance Date and any other Subsidiary of the Company that executes a supplemental indenture to this Indenture providing for a guarantee of payment of the Notes.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under

(1)           currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements and

(2)           other agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates or commodity prices.

“Holder” means a holder of the New Notes.

“incur” has the meaning specified in Section 1010 of this Indenture.

“incurrence” has the meaning specified in Section 1010 of this Indenture.

“Indebtedness” means, with respect to any Person,

(a)           any indebtedness of such Person, whether or not contingent

(1)           in respect of borrowed money,

(2)           evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without double counting, reimbursement agreements in respect thereof),

(3)           representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business or

(4)           representing any Hedging Obligations, if and to the extent of any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) that would appear

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as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP,

(b)           to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the Indebtedness of another Person, other than by endorsement of negotiable instruments for collection in the ordinary course of business, and

(c)           to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by such Person, whether or not such Indebtedness is assumed by such Person; provided, however, that Contingent Obligations incurred in the ordinary course of business shall be deemed not to constitute Indebtedness.

In addition, “Indebtedness” of any Person shall include Indebtedness described in the foregoing paragraph that would not appear as a liability on the balance sheet of such Person if (1) such Indebtedness is the obligation of a partnership or joint venture that is not a Restricted Subsidiary (a “Joint Venture”), (2) such Person or a Restricted Subsidiary is a general partner of the Joint Venture (a “General Partner”) and (3) there is recourse, by contract or operation of law, with respect to the payment of such Indebtedness to property or assets of such Person or a Restricted Subsidiary; and such Indebtedness shall be included in an amount not to exceed (x) the greater of (A) the net assets of the General Partner and (B) the amount of such obligations to the extent that there is recourse, by contract or operation of law, to the property or assets of such Person or a Restricted Subsidiary (other than the General Partner) or (y) if less than the amount determined pursuant to clause (x) immediately above, the actual amount of such Indebtedness that is recourse to such Person, if the Indebtedness is evidenced by a writing and is for a determinable amount and the related interest expense shall be included in Consolidated Interest Expense to the extent paid by the Company or its Restricted Subsidiaries.

In addition, “Indebtedness” of any Person shall not include (1) any liability for federal, state, local or other taxes, (2) performance, surety or appeal bonds provided in the ordinary course of business, (3) agreements providing for indemnification, adjustment of purchase price or similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Restricted Subsidiaries pursuant to such agreements, in any case incurred in connection with the disposition of any business, assets or Restricted Subsidiary (other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition), so long as the principal amount does not exceed the gross proceeds actually received by the Company or any Restricted Subsidiary in connection with such disposition.

“Indenture” means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof.

“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized

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standing that is, in the judgment of the Company’s Board of Directors, qualified to perform the task for which it has been engaged.

“Initial Notes” has the meaning specified in the recitals to this Indenture.

“Interest Payment Date” means the Stated Maturity of an installment of interest on the Notes.

“Investment Grade Securities” means

(1)           securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents),

(2)           debt securities or debt instruments with a rating of BBB- or higher by S&P or Baa3 or higher by Moody’s or the equivalent of such rating by such rating organization, or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any other nationally recognized securities rating agency, but excluding any debt securities or instruments constituting loans or advances among the Company and its Subsidiaries,

(3)           investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment and/or distribution, and

(4)           corresponding instruments in countries other than the United States customarily utilized for high quality investments.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of the Company in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property.  For purposes of the definition of “Unrestricted Subsidiary” and Section 1009,

(1)           “Investments” shall include the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to

(x)            the Company’s “Investment” in such Subsidiary at the time of such redesignation less

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(y)           the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

(2)           any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Board of Directors.

“Issuance Date” means the closing date for the sale and original issuance of the Initial Notes hereunder.

“Legal Defeasance” has the meaning specified in Section 1302 of this Indenture.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

“Listed Stock Business Combination” means a consolidation or merger that satisfies the following conditions: (x) at least 90% of the consideration (other than cash payments for fractional shares or pursuant to statutory appraisal rights) in such consolidation or merger consists of common stock, American depositary shares or receipts and any associated rights listed and traded on a National Securities Exchange (or which will be so listed and traded when issued or exchanged in connection with such consolidation or merger); and (y) as a result of such consolidation or merger, the New Notes become convertible into solely such consideration.

“Make-Whole Conversion Period” has the meaning specified in Section 1404 of this Indenture.

“Make-Whole Fundamental Change” has the meaning specified in Section 1404 of this Indenture.

“Make-Whole Fundamental Change Effective Date” has the meaning specified in Section 1404 of this Indenture.

“Market Disruption Event” means (A) a failure by the primary United States national or regional securities exchange or market on which shares of the New Common Stock are listed or admitted to trading to open for trading during its regular trading session or (B) the occurrence or existence prior to 1:00 p.m., New York City time on any scheduled Trading Day for shares of the New Common Stock for more than one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant stock exchange or otherwise) in shares of the New Common Stock or in any options, contracts or future contracts relating to the New Common Stock.

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“Maturity” means, with respect to any Note, the date on which any principal of such Note becomes due and payable as therein or herein provided, whether at the Stated Maturity by declaration of acceleration, call for redemption or purchase or otherwise.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“National Securities Exchange” means The New York Stock Exchange, the American Stock Exchange or the NASDAQ Market (or any of their respective successors).

“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends.

“Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale, net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Indebtedness required (other than required by clause (i) of the second paragraph of Section 1017) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by the Company as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Company after such sale or other disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

“New Common Stock” has the meaning specified in the recitals to this Indenture.

“New Notes” means the Initial Notes, as the principal amount thereof may be adjusted from time to time in accordance with the terms of this Indenture, including, but not limited to, being increased in connection with payment of PIK interest thereon in accordance with the terms of this Indenture, together with the PIK Notes.

“Note Register” and “Note Registrar” have the respective meanings specified in Section 305.

“Noteholders” has the meaning specified in Section 1401 of this Indenture.

“Notes” means any Notes authenticated and delivered under this Indenture.  The Initial Notes, the PIK Notes, and the Additional Notes shall be treated as a single class for all purposes under this Indenture, and unless the context otherwise requires, all references to the Notes shall include the Initial Notes, the PIK Notes, and any Additional Notes.  For purposes of this Indenture, all references to “principal amount” of the Notes shall include any increase in the principal amount thereof in respect of PIK interest paid in accordance with the terms of this Indenture.

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“Notes Custodian” means the custodian with respect to a Global Note, or any successor Person thereto and shall initially be the Trustee.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“Offered Price” has the meaning specified in Section 1017 of this Indenture.

“Officer” means the Chairman of the Board, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Company.

“Officers’ Certificate” means a certificate signed on behalf of the Company by two Officers of the Company, one of whom must be the Chief Executive Officer, the Chief Financial Officer, the Treasurer or the Chief Accounting Officer of the Company that meets the requirements set forth in Section 102.

“Old Equity Warrants” means the warrants issued in exchange for the Company’s common stock existing prior to the reorganization of the Company under chapter 11 of the United States Bankruptcy Code.

“Opinion of Counsel” means a written opinion of legal counsel, which and who are reasonably acceptable to, and addressed to the Trustee complying with the requirements of Section 102.  Unless otherwise required by the TIA, such legal counsel may be an employee of or counsel to the Company or a Guarantor.

“Outstanding,” when used with respect to Notes, means, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture, except:

(a)           Notes theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

(b)           Notes, or portions thereof, for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Notes; provided that, if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;

(c)           Notes, except to the extent provided in Sections 1302 and 1303, with respect to which the Company has effected defeasance and/or covenant defeasance as provided in Article Thirteen; and

(d)           Notes paid pursuant to Section 306 and Notes in exchange for or in lieu of which other Notes (including pursuant to Section 306) have been authenticated and

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delivered pursuant to this Indenture, other than any such Notes in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Notes are held by a bona fide purchaser in whose hands the Notes are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite principal amount of Outstanding Notes have given any request, demand, authorization, direction, consent, notice or waiver hereunder, and for the purpose of making the calculations required by TIA Section 313, Notes owned by the Company or any other obligor upon the Notes or any Affiliate of the Company or such other obligor shall be disregarded and deemed not to be Outstanding (provided, that in connection with any offer by the Company or any obligor to purchase the Notes, Notes tendered for purchase will be deemed to be Outstanding and held by the tendering Holder until the date of purchase), except that, in determining whether the Trustee shall be protected in making such calculation or in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded.  Notes so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Company or any other obligor upon the Notes or any Affiliate of the Company or such other obligor.  In the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.  Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Certificate listing and identifying all Notes, if any, known by the Company to be owned or held by or for the account of any of the above described Persons; and, subject to Section 601, the Trustee, shall be entitled to accept such Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all Notes not listed therein are outstanding for the purpose of any such determination.

“Pari Passu Indebtedness” means

(a)           with respect to the Notes, Indebtedness which ranks pari passu in right of payment to the Notes, and

(b)           with respect to any Guarantor, Indebtedness that ranks pari passu in right of payment to such Guarantee of such Guarantor.

“Paying Agent” means any Person (including the Company acting as Paying Agent) authorized by the Company to pay the principal of (and premium, if any) or interest on any Notes on behalf of the Company.

“Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets or a combination or Related Business Assets and cash or Cash Equivalents between the Company or any of its Restricted Subsidiaries and another Person.

“Permitted Investments” means:

(a)           any Investment in the Company or any Restricted Subsidiary;

(b)           any Investment in cash and Cash Equivalents;

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(c)any Investment by the Company or any Restricted Subsidiary of the Company in a Person that is engaged in a Similar Business if as a result of such Investment

(1)           such Person becomes a Restricted Subsidiary or

(2)           such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys a division, a line of business or substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary;

(d)any Investment in securities or other assets not constituting cash or Cash Equivalents and received in connection with an Asset Sale made pursuant to Section 1017 or any other disposition of assets not constituting an Asset Sale;

(e)any Investment existing on the Issuance Date;

(f)advances to employees not in excess of $1.0 million outstanding at any one time, in the aggregate and advances to employees solely for the purchase of Capital Stock of the Company not to exceed $2.5 million outstanding at any one time;

(g)any Investment acquired by the Company or any of its Restricted Subsidiaries

(1)           in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or

(2)           as a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(h)Hedging Obligations permitted under clause (i) of paragraph (b) of Section 1010;

(i)loans and advances to officers, directors and employees for business—related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business;

(j)guarantees (including Guarantees) of Indebtedness permitted under Section 1010;

(k)Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment or the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

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(l)            Investments, the payment of which consist of Equity Interests of the Company; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments; and

(m)          additional Investments having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (m) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary) not to exceed $10.0 million prior to the last date on which interest on the New Notes is payable in PIK and $20.0 million if made thereafter (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value).

“Permitted Liens” means, with respect to any Person:

(1)           pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

(2)           Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review;

(3)           Liens for taxes, assessments or other governmental charges not yet due or payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings;

(4)           Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

(5)           minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(6)           Liens existing on the Issuance Date, excluding, pursuant to the Senior Credit Facilities and their related documentation;

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(7)           Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a subsidiary; provided, further, however, that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary;

(8)           Liens on property at the time the Company or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Company or any Restricted Subsidiary; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided, further, however, that the Liens may not extend to any other property owned by the Company or any Restricted Subsidiary;

(9)           Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary permitted to be incurred in accordance with the covenant described under Section 1010 hereof;

(10)         Liens securing Hedging Obligations so long as the related Indebtedness is, and is permitted to be under this Indenture, secured by a Lien on the same property securing such Hedging Obligations;

(11)         Liens on specific items of inventory of other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(12)         ground leases in respect of real property on which facilities leased or owned by the Company or any of its Subsidiaries;

(13)         leases and subleases of real property which do not materially interfere with the ordinary conduct of the business of the Company or any of the Restricted Subsidiaries taken as a whole;

(14)         Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Company and its Restricted Subsidiaries in the ordinary course of business;

(15)         Liens securing obligations permitted to be incurred under clause (v) of paragraph (b) of Section 1010 hereof;

(16)         Liens in favor of the Company or any Restricted Subsidiary;

(17)         Liens on equipment of the Company or any Restricted Subsidiary granted in the ordinary course of business to the Company’s client at which such equipment is located;

(18)         Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing

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clauses (6), (7), (8), (9), (10) and (14); provided, however, that (x) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8), (9), (10) and (14) at the time the original Lien became a Permitted Lien under this Indenture, and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

(19)         deposits made in the ordinary course of business to secure liability to insurance carriers;

(20)         Liens securing Indebtedness permitted to be incurred under clauses (i), (ii) and (iv) of paragraph (b) of Section 1010 hereof and any Refinancing Indebtedness of Indebtedness permitted under clause (i) of paragraph (b) of Section 1010 hereof that is incurred pursuant to clause (xvi) thereof;

(21)         Liens contained in purchase and sale agreements limiting the transfer of assets pending the closing of the transactions contemplated thereby;

(22)         to the extent not otherwise resulting in an Event of Default, Liens arising by reason of a judgment, decree or order and any Liens that are required to protect or enforce any rights in any administrative, arbitration or other court proceedings;

(23)         Liens that may be deemed to exist by virtue of contractual provisions that restrict the ability of the Company or any of its Subsidiaries from granting or permitting to exist Liens on their respective assets;

(24)         the licensing or sublicensing of intellectual property or other general intangibles in the ordinary course of business;

(25)         Liens arising out of conditional sale, title retention, consignment or similar arrangement for the sale of goods in the ordinary course of business; and

(26)         other Liens securing obligations incurred in the ordinary course of business which obligations do to exceed $10.0 million at any one time outstanding.

For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on such Indebtedness.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“PIK” has the meaning specified in the recitals to this Indenture.

“PIK Notes” has the meaning specified in Section 301 of this Indenture.

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“Predecessor Note” of any particular Note means every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 306 in exchange for a mutilated security or in lieu of a lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note.

“preferred stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

“Qualified Rating “ means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P.

“Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company (as certified by a Board Resolution) which shall be substituted for Moody’s or S&P or both, as the case may be.

“Redemption Date,” when used with respect to any Note to be redeemed, in whole or in part, means the date fixed for such redemption by or pursuant to this Indenture.

“Redemption Price,” when used with respect to any Note to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

“Refinancing Indebtedness” means Indebtedness of the Company or any Restricted Subsidiary issued to Refinance any other Indebtedness of the Company or a Restricted Subsidiary so long as: (1) the aggregate principal amount (or initial accreted value, if applicable) of such new Indebtedness as of the date of such proposed Refinancing does not exceed the aggregate principal amount (or initial accreted value, if applicable) of the Indebtedness being Refinanced (plus the amount of any premium required to be paid under the terms of the instrument governing such Indebtedness and the amount of reasonable expenses incurred by the Company in connection with such Refinancing); (2) such new Indebtedness has: a Weighted Average Life to Maturity that is equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being Refinanced or more than 60 days after the final maturity date of the New Notes; and (3)  if the Indebtedness being Refinanced is Subordinated Indebtedness, then such Refinancing Indebtedness will be subordinate to the Notes or any relevant Subsidiary Guarantee, if applicable, at least to the same extent and in the same manner as the Indebtedness being Refinanced.

“Registration Rights Agreement” means the Registration Rights Agreement dated as of the Issuance Date, among the Company, and the Holders named therein.

“Regular Record Date” for the interest payable on any Interest Payment Date means the May 15 or November 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date.

“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business, provided that any assets received by the Company or a Restricted Subsidiary in exchange for assets transferred by the Company or a Restricted

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Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

“Resale Shelf Registration Statement” means the Resale Shelf Registration Statement as defined in the Registration Rights Agreement.

“Responsible Officer,” when used with respect to the Trustee, means any vice president, any assistant secretary, any assistant treasurer, any trust officer or assistant trust officer or any other officer of the Trustee customarily performing functions similar to those performed by any of the above-designated officers, and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject, and who shall in each case have direct responsibility for the administration of this Indenture.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Payment” has the meaning specified in Section 1009 of this Indenture.

“Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the Company that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”

“Retired Capital Stock” has the meaning specified in Section 1009 of this Indenture.

“Reversion Date” has the meaning specified in Section 1020 of this Indenture.

“S&P” means Standard and Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business and any successor to its rating agency business.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Senior Credit Facilities” means the Fifth Amended and Restated Credit Agreement to be effective as set forth therein, as may be amended from time to time, among the Company, certain Subsidiaries of the Company, the financial institutions named therein, and Deutsche Bank Trust Company Americas, as Administrative Agent (the “Credit Agreement”), including any collateral documents, guarantees, instruments and agreements executed in connection therewith, in each case as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof.

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“Senior Indebtedness” means (i) the Obligations under the Senior Credit Facilities and (ii) any Indebtedness permitted to be incurred by the Company or any Guarantor under the terms of this Indenture that is on a parity with the Notes.

“Settlement” has the meaning specified in Section 1403 of this Indenture.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date hereof.

“Similar Business” means the business and any services, activities or businesses incidental or directly related or similar to, any line of business engaged in by the Company and its Subsidiaries as of the date of this Indenture or any business activity that is a reasonable extension, development or expansion thereof or ancillary thereto.

“Special Interest” means all liquidated damages then owing pursuant to the Registration Rights Agreement, including, but not limited to, any Additional Interest.

“Stated Maturity” when used with respect to any Note or any installment of interest thereon, means the date specified in such Note as the fixed date on which the principal of such Note or such installment of interest is due and payable, and, when used with respect to any other Indebtedness, means the date specified in the instrument governing such Indebtedness as the fixed date on which the principal of such Indebtedness, or any installment of interest thereon, is due and payable.

“Subordinated Indebtedness” means (a) with respect to the New Notes, any Indebtedness of the Company which is by its terms subordinated in right of payment to the New Notes and (b) with respect to any Guarantee, any Indebtedness of the applicable Guarantor which is by its terms subordinated in right of payment to such Guarantee.

“Subsidiary” means, with respect to any Person, (i) any corporation, association, or other business entity (other than a partnership, joint venture or limited liability company) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof and (ii) any partnership, joint venture, limited liability company or similar entity of which (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership interests or otherwise and (y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Successor Company” has the meaning specified in Section 801 of this Indenture.

“Successor Guarantor” has the meaning specified in Section 802 of this Indenture.

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“Suspended Covenants” has the meaning specified in Section 1020 of this Indenture.

“Suspension Date” has the meaning specified in Section 1020 of this Indenture.

“Suspension Period” has the meaning specified in Section 1020 of this Indenture.

“Total Assets” means the total consolidated assets of the Company and its Restricted Subsidiaries, as shown on the most recent balance sheet of the Company.

“Trading Day” means a day during which (A) trading in shares of the New Common Stock generally occurs, and (B) a Market Disruption Event has not occurred; provided that if shares of the New Common Stock are not listed for trading or quotation on or by any exchange, bureau or other organization, “Trading Day” will mean any Business Day.

“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939 as in force on the date as of which this Indenture was executed, except as provided in Section 905 hereof.

“Trustee” means the Person named as the “Trustee” in the first paragraph of this Indenture until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean such successor Trustee.

“Unrestricted Subsidiary” means any Subsidiary of the Company which at the time of determination is an Unrestricted Subsidiary (as designated by the Board of Directors of the Company, as provided below).  The Board of Directors of the Company may designate any Subsidiary of the Company (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary but only to the extent (A) the Company would be permitted to make an Investment at the time of designation (assuming the effectiveness of such designation and treating such designation as an Investment at the time of designation) as a Restricted Payment pursuant to paragraph (a) of Section 1009 hereof in an amount equal to the amount of the Company’s Investment in such Subsidiary on such date and (B) such Subsidiary (1) has no Indebtedness other than non-recourse debt, (2) except as permitted by Section 1012 hereof, is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company, (3) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results, and (4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries.  Any such designation by the Board of Directors shall be notified by the Company to the Trustee by promptly filing with the Trustee a copy of the board resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions.

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“Vice President,” when used with respect to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title “vice president.”

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness or Disqualified Stock, as the case may be, at any date, the quotient obtained by dividing (i) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock multiplied by the amount of such payment, by (ii) the sum of all such payments.

“Wholly Owned Restricted Subsidiary” is any Wholly Owned Subsidiary that is a Restricted Subsidiary.

“Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person 100% of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person and one or more Wholly Owned Subsidiaries of such Person.

SECTION 102.                       COMPLIANCE CERTIFICATES AND OPINIONS.

Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company and any Guarantor (if applicable) and any other obligor on the Notes (if applicable) shall furnish to the Trustee an Officers’ Certificate in form and substance reasonably acceptable to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with and, if requested by the Trustee, an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than certificates provided pursuant to Section 1018(a)) shall include:

(1)           a statement that each individual signing such certificate or opinion has read such covenant or condition;

(2)           a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

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(3)           a statement that, in the opinion of each such individual or such firm, he or it has made such examination or investigation as is necessary to enable him or it to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4)           a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

SECTION 103.FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an Officer of the Company, any Guarantor or other obligor on the Notes may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous.  Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an Officer or Officers of the Company, any Guarantor or other obligor on the Notes stating that the information with respect to such factual matters is in the possession of the Company, any Guarantor or other obligor on the Notes unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

SECTION 104.ACTS OF HOLDERS.

(a)           Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agents duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company.  Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments.  Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section 104.

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(b)           The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof.  Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of authority.  The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient.

(c)           The principal amount and serial and/or CUSIP numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register.

(d)           If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so.  Notwithstanding TIA Section 316(c), such record date shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the date such solicitation is completed.  If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date.

Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof (including in accordance with Section 306) in respect of anything done, omitted or suffered to be done by the Trustee, any Paying Agent or the Company or any Guarantor in reliance thereon, whether or not notation of such action is made upon such Note.

SECTION 105.                       NOTICES, ETC., TO TRUSTEE, THE COMPANY AND ANY GUARANTOR.

Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,

(1)           the Trustee by any Holder or by the Company or any Guarantor or any other obligor on the Notes shall be sufficient for every purpose hereunder if made, given,

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furnished or delivered in writing (which may be via facsimile), to or with the Trustee and received at its Corporate Trust Office, Attention:  Corporate Trust Administration, or

(2)           the Company or any Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given, furnished or delivered, in writing (which may include via facsimile), or mailed, first-class postage prepaid, or delivered by recognized overnight courier, to the Company or such Guarantor addressed to it at the address of its principal office specified in the first paragraph of this Indenture, or at any other address previously furnished in writing to the Trustee by the Company or such Guarantor.

SECTION 106.                       NOTICE TO HOLDERS; WAIVER.

Where this Indenture provides for notice of any event to Holders by the Company or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, by email or such other applicable customary procedures of the Depository, to each Holder affected by such event, at his address as it appears in the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice.  In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders.  Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been received by such Holder, whether or not such Holder actually receives such notice.  Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice.  Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

In case by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice for every purpose hereunder.

SECTION 107.                       EFFECT OF HEADINGS AND TABLE OF CONTENTS.

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

SECTION 108.                       SUCCESSORS AND ASSIGNS.

All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not.  All agreements of the Trustee in this Indenture shall bind its successors, whether so expressed or not.  All agreements of each Guarantor in this Indenture shall bind its successors, whether so expressed or not, except as otherwise provided in Section 1209 hereof.

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SECTION 109.       SEPARABILITY CLAUSE.

In case any provision in this Indenture or in the Notes 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.

SECTION 110.       BENEFITS OF INDENTURE.

Nothing in this Indenture or in the Notes, express or implied, shall give to any Person (other than the parties hereto, any Agent and their successors hereunder and each of the Holders) any benefit or any legal or equitable right, remedy or claim under this Indenture.

SECTION 111.       GOVERNING LAW.

THIS INDENTURE, THE NOTES AND ANY GUARANTEE SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.  UPON THE EFFECTIVENESS OF THE RESALE SHELF REGISTRATION STATEMENT, THIS INDENTURE SHALL BE SUBJECT TO THE PROVISIONS OF THE TRUST INDENTURE ACT THAT ARE REQUIRED TO BE PART OF THIS INDENTURE AND SHALL, TO THE EXTENT APPLICABLE, BE GOVERNED BY SUCH PROVISIONS.

SECTION 112.       LEGAL HOLIDAYS.

In any case where any Interest Payment Date, any Redemption Date or Stated Maturity or Maturity of any Note shall not be a Business Day, then (notwithstanding any other provision of this Indenture or of the Notes) payment of principal (or premium, if any) or interest need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, Redemption Date, or at the Stated Maturity or Maturity; provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date, Stated Maturity or Maturity, as the case may be, to the next succeeding Business Day.

SECTION 113.       NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES, OR STOCKHOLDERS.

No director, officer, employee, incorporator or stockholders, as such, of the Company or any Guarantor shall have any liability for any obligations of the Company or such Guarantor under the Notes, this Indenture or any Guarantee or for any claim based on, in respect of, or by reason of, such obligations or their creations.  Each Holder by accepting a Note waives and releases all such liability.  Such waiver and release are part of the consideration for the issuance of the Notes.  Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the Commission that such a waiver is against public policy.

SECTION 114.       COUNTERPARTS.

This Indenture may be executed in any number of counterparts, each of which shall be original; but such counterparts shall together constitute but one and the same instrument.

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ARTICLE TWO

NOTE FORMS

SECTION 201.       FORMS GENERALLY.

Provisions relating to the New Notes are set forth in the Rule 144A / Regulation S / AI Appendix attached hereto (the “Appendix”) which is hereby incorporated in, and expressly made part of, this Indenture.  The New Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit 1 to the Appendix which is hereby incorporated in, and expressly made a part of, this Indenture.  The Notes may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form reasonably acceptable to the Company).  Each Note shall be dated the date of its authentication.  The terms of the Note set forth in the Appendix are part of the terms of this Indenture.

ARTICLE THREE

THE NOTES

SECTION 301.       TITLE AND TERMS.

The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is not limited; provided, however that any Additional Notes issued under this Indenture are issued in accordance with Sections 303 and 1010 hereof, as part of the same series as the New Notes.

The Notes shall be known and designated as the “7.5% Senior Convertible Notes due 2020” of the Company.  The Stated Maturity of the Notes shall be February 26, 2020.  Interest on the New Notes will be payable semi-annually in arrears on February 26 and August  26 of each year, starting on August 26, 2010, to holders of record at the close of business on the preceding February 11 and August 11, respectively, with the first six interest payments being payable in PIK and the remaining being payable in cash, at a rate of 7.5% per annum. In connection with the payment of PIK interest in respect of the New Notes, the Company is entitled to, without the consent of the Holders and without regard to Section 1010 hereof, (a) in the case of Global Notes, increase the outstanding principal amount of the Global Notes or (b) in the case of Definitive Notes, issue additional Definitive Notes (the “PIK Notes”) under this Indenture on the same terms and conditions as the Initial Notes.  To the extent interest on the New Notes is paid by issuing PIK Notes, such PIK Notes shall be convertible into New Common Stock at the same Conversion Price as the New Notes as provided in Article Fourteen hereof.  Interest will accrue on the New Notes from and including February 26, 2010 (or, with respect to any PIK Note, such later date of issuance of such PIK Note) or from, and including, the last date in respect of which interest has been paid or provided for, as the case may be, to, but excluding, the next Interest Payment Date or maturity date, as the case may be. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months, until the principal thereof is paid or duly provided for. Interest on any overdue principal, interest (to the extent lawful) or premium, if any, shall be payable on demand.

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The principal of (and premium, if any) and interest and Special Interest, if any, on the Notes shall be payable at the office or agency of the Company maintained for such purpose; provided, however, that, at the option of the Company, payment of interest may be paid by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register; provided that all payments of principal, premium, if any, and interest and Special Interest, if any, with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof.

The New Notes shall be convertible into New Common Stock pursuant to Article Fourteen.

Holders shall have the right to require the Company to purchase their Notes, in whole or in part, in the event of a Change in Control pursuant to Section 1405.

The Notes shall be subject to repurchase by the Company pursuant to an Asset Sale Offer as provided in Sections 1017 and 1108.  The Notes shall be redeemable as provided in Article Eleven and in the Notes.

The due and punctual payment of principal of, premium, if any, and interest on the Notes payable by the Company is irrevocably unconditionally guaranteed, to the extent set forth herein, by each of the Guarantors.

SECTION 302.       DENOMINATIONS.

The Notes shall be issuable only in registered form without coupons and only in minimum denominations of $2,000 and an integral multiples of $1 in excess thereof.

SECTION 303.       EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

The Notes shall be executed on behalf of the Company by an Officer.  The signature of an Officer on the Notes may be manual or facsimile signatures of the present or any future such authorized Officer and may be imprinted or otherwise reproduced on the Notes.

Notes bearing the manual or facsimile signatures of individuals who were at any time the proper Officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes.

On the Issuance Date, the Company shall deliver the Initial Notes in the aggregate principal amount of $140,000,000 executed by the Company to the Trustee for authentication, directing the Trustee to authenticate the Initial Notes and certifying that all conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee in accordance with such Company Order shall authenticate and deliver such Initial Notes.   On each Interest Payment Date upon which PIK interest is due and payable with respect to Global Notes, the Trustee, upon receipt of a Company Order, shall increase the principal amount of any such Global Note by an amount equal to the interest payable, rounded up to the nearest $1, for the

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relevant interest period on the principal amount of such Global Note as of the relevant Regular Record Date for such Interest Payment Date, to be allocated for the credit of the Holders on such Regular Record Date, pro rata in accordance with their interests and subject to the procedures of the Depository, and an adjustment shall be made on the books and records of the Trustee (if it is then the Notes Custodian for such Global Note) with respect to such Global Note, by the Trustee or the Notes Custodian, as applicable, to reflect such increase.  On each Interest Payment Date upon which PIK interest is due and payable with respect to Definitive Notes, the Company shall deliver PIK Notes in the applicable principal amount executed by the Company to the Trustee for authentication, directing the Trustee to authenticate such PIK Notes and certifying that all conditions precedent to the issuance of such PIK Notes contained herein have been fully complied with, and the Trustee in accordance with such Company Order shall authenticate and deliver such PIK Notes.  At any time and from time to time after the Issuance Date, the Company may deliver Additional Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Additional Notes, directing the Trustee to authenticate the Additional Notes and certifying that the issuance of such Additional Notes is in compliance with Article Ten hereof and that all other conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee in accordance with such Company Order shall authenticate and deliver such Additional Notes.  In each case, the Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such authentication of Notes.  Such Company Order shall specify the amount of Notes to be authenticated, the applicable CUSIP number, if any, and the date on which the original issue of New Notes or Additional Notes is to be authenticated.

Each Note shall be dated the date of its authentication.

No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture.

In case the Company or any Guarantor, pursuant to Article Eight, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or such Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article Eight, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon receipt of a Company Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange.  If Notes shall at any time be authenticated and delivered in any new

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name of a successor Person pursuant to this Section 303 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.

The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes on behalf of the Trustee.  Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so.  Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.  An authenticating agent has the same rights as any Note Registrar or Paying Agent to deal with the Company and its Affiliates.

SECTION 304.       TEMPORARY NOTES.

Pending the preparation of certificates representing Notes, the Company may execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Notes in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the Officers executing such Notes may determine, as conclusively evidenced by their execution of such Notes.

If temporary Notes are issued, the Company will cause definitive Notes to be prepared without unreasonable delay.  After the preparation of definitive Notes, the temporary Notes shall be exchangeable for definitive Notes upon surrender of the temporary Notes at the office or agency of the Company designated for such purpose pursuant to Section 1002, without charge to the Holder.  Upon surrender for cancellation of any one or more temporary Notes, the Company shall execute and the Trustee shall, upon receipt of a Company Order, authenticate and deliver in exchange therefor a like principal amount of definitive Notes of authorized denominations.  Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as definitive Notes.

SECTION 305.       REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes.  The Note Register shall be in written form or any other form capable of being converted into written form within a reasonable time.  At all reasonable times, the Note Register shall be open to inspection by the Trustee.  The Trustee is hereby initially appointed as security registrar (the Trustee in such capacity, together with any successor of the Trustee in such capacity, the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided.

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Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 1002, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denomination or denominations of a like aggregate principal amount.  The Trustee shall not be required to register transfers of Notes or to exchange Notes for a period of 15 days before selection of any Notes to be redeemed.  The Trustee shall not be required to exchange or register transfers of any Notes called or being called for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.  The Trustee shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Date.

Furthermore, any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interest in such Global Note may be effected only through a book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry.

At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency.  Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver, the Notes which the Holder making the exchange is entitled to receive and the Notes to be exchanged shall be cancelled by the Trustee.

All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.

Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Note Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Note Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or exchange or redemption of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 304, 906, 1107 or 1108, not involving any transfer.

Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.

Each holder of a Note agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note by

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such Holder in violation of any provision of this Indenture and/or applicable United States federal or state securities laws.

Neither the Trustee nor any agent of the Trustee shall have any responsibility for any actions taken or not taken by the Depository.

SECTION 306.       MUTILATED, DESTROYED, LOST AND STOLEN NOTES.

If (i) any mutilated Note is surrendered to the Trustee, or (ii) the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, and there is delivered to the Company, any Guarantor and the Trustee such security or indemnity bond, in each case, as may be required by them to save each of them harmless, then, in the absence of notice to the Company any Guarantor or the Trustee that such Note has been acquired by a bona fide purchaser, the Company shall execute and upon receipt of a Company Order the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note.

Upon the issuance of any new Note under this Section 306, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) in connection therewith.

Every new Note issued pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, any Guarantor and any other obligor upon the Notes, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

SECTION 307.       PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

Interest on any Note which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest at the office or agency of the Company maintained for such purpose pursuant to Section 1002; provided, however, that each installment of interest may at the Company’s option be paid by mailing a check for such interest, payable to or upon the written order of the Person entitled thereto pursuant to Section 308, to the address of such Person as it appears in the Note Register, provided that all payments of principal, premium, if any, and interest with respect to  

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Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof.

Subject to the foregoing provisions of this Section 307, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.

SECTION 308.       PERSONS DEEMED OWNERS.

Prior to the due presentment of a Note for registration of transfer, the Company, the Trustee and any agent of the Company, any Guarantor or the Trustee may treat the Person in whose name such Note is registered as the owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and (subject to Sections 305 and 307) interest on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, any Guarantor, the Trustee nor any agent of the Company, any Guarantor or the Trustee shall be affected by notice to the contrary.

SECTION 309.       CANCELLATION.

All Notes surrendered for payment, redemption, conversion, registration of transfer or exchange shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it.  If the Company shall acquire any of the Notes other than as set forth in the preceding sentence, the acquisition shall not operate as a redemption, conversion or satisfaction of the Indebtedness represented by such Notes unless and until the same are surrendered to the Trustee for cancellation pursuant to this Section 309.  No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section 309, except as expressly permitted by this Indenture.  All cancelled Notes held by the Trustee shall be disposed of by the Trustee in accordance with its customary procedures, and certification of the destruction of all canceled Notes will be delivered to the Company, at the Company’s request.

SECTION 310.       COMPUTATION OF INTEREST.

Interest on the Notes (other than any Additional Interest) shall be computed on the basis of a 360-day year of twelve 30-day months.  Additional Interest, if any, shall be computed in accordance with Sections 5(c) and 5(d) of the Registration Rights Agreement.

SECTION 311.       CUSIP NUMBERS.

The Company in issuing the Notes may use “CUSIP” numbers, ISINs and “Common Code” numbers (in each case, if then generally in use) in addition to serial numbers, and, if so, the Trustee shall use such “CUSIP” numbers, ISINs and “Common Code” numbers in addition to serial numbers in notices of redemption, repurchase or other notices to Holders as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such “CUSIP” numbers, ISINs and “Common Code” numbers either as printed on the Notes or as contained in any notice of a redemption or repurchase and that reliance

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may be placed only on the serial or other identification numbers printed on the Notes, and any such redemption or repurchase shall not be affected by any defect in or omission of such numbers.  The Company will promptly notify the Trustee in writing of any change in the “CUSIP” numbers, ISINs and “Common Code” numbers applicable to the Notes.

SECTION 312.       ISSUANCE OF ADDITIONAL NOTES.

The Company may, pursuant to Section 1010(b)(xv) of this Indenture, issue additional Notes having identical terms and conditions to the Initial Notes issued on the Issuance Date (the “Additional Notes”); provided, however, that no Additional Notes may be issued that would not be treated as part of the same issue under Treasury Regulation Section 1.1275-2(k)(2)(ii).  The New Notes and any Additional Notes issued after the Issuance Date shall be treated as a single class for all purposes under this Indenture.

SECTION 313.       REGISTRATION RIGHTS.

The Holders of the New Notes are entitled to the benefits of the Registration Rights Agreement.

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 401.       SATISFACTION AND DISCHARGE OF INDENTURE.

This Indenture shall upon Company Request cease to be of further effect (except as set forth in the last paragraph of this Section 401 and as to surviving rights of registration of transfer or exchange of Notes expressly provided for herein or pursuant hereto) and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture when

(1)           either

(a)           all such Notes theretofore authenticated and delivered (other than (i) Notes which have been lost, stolen or destroyed and which have been replaced or paid as provided in Section 306 and (ii) Notes for whose payment money has theretofore been deposited in trust with the Trustee or any Paying Agent or segregated and held in trust by the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or

(b)           all such Notes not theretofore delivered to the Trustee for cancellation

(i)            have become due and payable by reason of the making of a notice of redemption or otherwise; or

(ii)           will become due and payable at their Stated Maturity within one year; or

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(iii)          are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company,

and the Company or any Guarantor, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of (and premium, if any) and interest to the date of such deposit (in the case of Notes which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;

(2)           no Default or Event of Default (other than resulting from borrowing funds to be applied to make such deposit) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other debt instrument or material agreement to which the Company or any Guarantor is a party or by which it is bound;

(3)           the Company or any Guarantor has paid or caused to be paid all sums payable hereunder by the Company or any Guarantor;

(4)           the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of such Notes at the Stated Maturity or the Redemption Date, as the case may be; and

(5)           the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfied.

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 606 and, if money shall have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 401, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive such satisfaction and discharge.

SECTION 402.       APPLICATION OF TRUST MONEY.

Subject to the provisions of the last paragraph of Section 1003, all money or Government Securities deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money or Governmental Securities has

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been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 401 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 401; provided that if the Company has made any payment of principal of, premium, if any, or interest on any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

ARTICLE FIVE

REMEDIES

SECTION 501.       EVENTS OF DEFAULT.

“Event of Default,” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be occasioned by the provisions of Article Fourteen or be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(i)            the Company’s failure to pay the principal of or premium, if any, on any Note when due, whether at maturity, on a Change in Control Repurchase Date with respect to a Change in Control or otherwise;

(ii)           the Company’s failure to pay an installment of interest (including payment of dividend or other distribution on the New Common Stock as described under Section 1401 hereof) on any Note when due, if the failure continues for 30 days after the date when due;

(iii)          the Company’s failure to satisfy its conversion obligations upon the exercise of a Holder’s conversion right;

(iv)          the Company’s failure to timely provide notice as described under Section 1404(f) hereof or Section 1405 hereof with respect to the Notes;

(v)           the Company’s failure to comply with any other term, covenant or agreement contained in the Notes or this Indenture, if the failure is not cured within 45 days after notice to the Company by the Trustee or to the Trustee and the Company by Holders of at least 25% in aggregate principal amount of the applicable Notes then Outstanding, in accordance with this Indenture;

(vi)          a default by the Company or any of its subsidiaries in the payment when due, after the expiration of any applicable grace period, of principal of, or premium,

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if any, or interest on, indebtedness for money borrowed in the aggregate principal amount then outstanding of $10.0 million or more, or acceleration of the Company’s or its subsidiaries’ indebtedness for money borrowed in such aggregate principal amount or more so that it becomes due and payable before the date on which it would otherwise have become due and payable, if such default is not cured or waived, or such acceleration is not rescinded, within 30 days after notice to the Company by the Trustee or to the Company and the Trustee by Holders of at least 25% in aggregate principal amount of  Notes then outstanding, in accordance with this Indenture;

(vii)         failure by the Company or any of its Subsidiaries, within 45 days, to pay, bond or otherwise discharge any final, non-appealable judgments or orders for the payment of money the total uninsured amount of which for the Company or any of its Subsidiaries exceeds $10.0 million, which are not stayed on appeal;

(viii)        the Company or any of its Significant Subsidiaries, pursuant to or within the meaning of the United States Bankruptcy Code: (A) commences a voluntary case; (B) consents to the entry of an order for relief against it in an involuntary case; (C) consents to the appointment of a Custodian of it or for all or substantially all of its property; (D) makes a general assignment for the benefit of its creditors, or (E) admits in writing that it is generally not paying its debts (other than debts which are the subject of a bona fide dispute) as they become due; or

(ix)           a court of competent jurisdiction enters an order or decree under any bankruptcy code that remains unstayed and in effect for 60 days and: (A) is for relief against the Company or any of its Significant Subsidiaries in an involuntary case; (B) appoints a Custodian of the Company or any of its Significant Subsidiaries or for all or substantially all of the property of the Company or any of its Significant Subsidiaries; or (C) orders the liquidation of the Company or any of its Significant Subsidiaries; provided that clauses (A), (B) and (C) shall not apply to an Unrestricted Subsidiary, unless such  action or proceeding has a material adverse effect on the interests of the Company or any Restricted Subsidiary.

SECTION 502.       ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

If an Event of Default, other than an Event of Default specified in Section 501(viii) or 501(ix), occurs and is continuing, either the Trustee, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes Outstanding, by notice to the Company and the Trustee, may declare the principal of, (and premium, if any) accrued and unpaid interest on, all the then Outstanding Notes to be immediately due and payable.  In the case of an Event of Default specified in Section 501(viii) or 501(ix) occurs and is continuing, then the principal amount of, and accrued and unpaid interest on, all the Notes shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

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At any time after a declaration of acceleration has been made, the Holders of a majority in aggregate principal amount of the Notes Outstanding, by written notice to the Trustee, may rescind and annul such declaration and its consequences if

(a)           the rescission would not conflict with any order or decree;

(b)           all Events of Default, other than the non-payment of accelerated principal of (or premium, if any, on) or interest, have been cured or waived; and

(c)           all amounts due to the Trustee are paid.

The Trustee is not obligated to exercise any of its rights or powers at the request or demand of the Holders, unless the Holders have offered to the Trustee security or indemnity that is satisfactory to the Trustee against the costs, expenses and liabilities that the Trustee may incur to comply with the request or demand. Subject to applicable law and the Trustee’s rights to indemnification, the Holders of a majority in aggregate principal amount of the Outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee.

SECTION 503.       COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

If an Event of Default specified in Section 501(i) or 501(ii) occurs and is continuing, the Trustee, in its own name as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any Guarantor (in accordance with the applicable Guarantee) or any other obligor upon the Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company, any Guarantor or any other obligor upon the Notes, wherever situated.

If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders under this Indenture or any Guarantee by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, including, seeking recourse against any Guarantor pursuant to the terms of any Guarantee, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy including, without limitation, seeking recourse against any Guarantor pursuant to the terms of a Guarantee, or to enforce any other proper remedy, subject however to Section 513.  No recovery of any such judgment upon any property of the Company or any Guarantor shall affect or impair any rights, powers or remedies of the Trustee or the Holders.

SECTION 504.       TRUSTEE MAY FILE PROOFS OF CLAIM.

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor, including any Guarantor, upon the Notes or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or

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otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal, premium, if any, or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise,

(i)            to file and prove a claim for the whole amount of principal (and premium, if any) and interest owing and unpaid in respect of the Notes, to take such other actions (including participating as a member, voting or otherwise, of any official committee of creditors appointed in such matter) and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and

(ii)           to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;

and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of such Holders, vote for the election of a trustee in bankruptcy or other similar official.

SECTION 505.       TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF NOTES.

All rights of action and claims under this Indenture, the Notes or the Guarantees may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name and as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders in respect of which such judgment has been recovered.

SECTION 506.       APPLICATION OF MONEY AND PROPERTY COLLECTED.

Any money and property collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money and property on account of principal (or premium, if any) or interest, upon presentation of the Notes and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

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FIRST:  To the payment of all amounts due the Trustee under Section 607;

SECOND:  To the payment of the amounts then due and unpaid for principal of (and premium, if any) and interest on the Notes in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Notes for principal (and premium, if any) and interest, respectively; and

THIRD:  The balance, if any, to the Person or Persons entitled thereto, including the Company or any other obligor on the Notes, as their interests may appear or as a court of competent jurisdiction may direct; provided that all sums due and owing to the Holders and the Trustee have been paid in full as required by this Indenture.

SECTION 507.       LIMITATION ON SUITS.

No Holder of any Notes shall have any right to institute any proceeding with respect to its rights, or for the appointment of a receiver or a Trustee, or for any other remedy hereunder, unless

(1)           such Holder has previously given written notice to the Trustee of a continuing Event of Default;

(2)           the Holders of at least 25% in aggregate principal amount of the Outstanding Notes shall have made written request to the Trustee to pursue the remedy;

(3)           such Holder or Holders have offered and, if requested, provided to the Trustee indemnity satisfactory to it against any loss, liability or expense to be incurred in compliance with such request; and

(4)           the Trustee fails to comply with the request within 60 days after the Trustee receives the notice, request and offer of indemnity and does not receive, during those 60 days, from Holders of a majority in aggregate principal amount of the Notes then outstanding, a direction that is inconsistent with the request.

However, the above limitations do not apply to a suit by a Holder to enforce:

(a)           the payment of any amounts due on that Holder’s Notes after the maturity date or any Change in Control Repurchase Date; or

(b)           the right to convert that Holder’s Notes in accordance with this Indenture.

A Holder may not use this Indenture to prejudice the rights of another Holder to obtain a preference or priority over another Holder.

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SECTION 508.       UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST.

Notwithstanding any other provision in this Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment, as provided herein (including, if applicable, Article Eleven) and in such Note of the principal of (and premium, if any) and (subject to Section 307) interest on such Note on the respective Stated Maturities expressed in such Note (or, in the case of redemption or repurchase, on the Redemption Date or repurchase) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

SECTION 509.       RESTORATION OF RIGHTS AND REMEDIES.

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture or any Guarantee and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, any Guarantor, any other obligor on the Notes, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

SECTION 510.       RIGHTS AND REMEDIES CUMULATIVE.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 511.       DELAY OR OMISSION NOT WAIVER.

No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein.  Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

SECTION 512.       CONTROL BY HOLDERS.

The Holders of not less than a majority in principal amount of the Outstanding Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee; provided that

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(1)           such direction shall not be in conflict with any rule of law or with this Indenture or any Guarantee,

(2)           the Trustee need not take any action which might involve it in personal liability or be unjustly prejudicial to the Holders not consenting; and

(3)           subject to the provisions of Section 315 of the Trust Indenture Act, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

SECTION 513.       WAIVER OF PAST DEFAULTS.

The Holders of a majority in aggregate principal amount of the Outstanding Notes may by notice to the Trustee waive any past Default or Event of Default and its consequences under this Indenture other than a Default or Event of Default:

(a)           in the payment of principal of, premium, if any, or interest on, any Note or in the payment of the Redemption Price or Change in Control Repurchase Price;

(b)           arising from the Company’s failure to convert any Note in accordance with this Indenture; or

(c)           in respect of any provision under this Indenture that cannot be modified or amended without the consent of the Holders of each Outstanding Note affected.

The Company will promptly notify the Trustee upon its becoming aware of the occurrence of any Default or Event of Default. In addition, the Company is required to furnish to the Trustee, on an annual basis within 180 days after fiscal year end, a statement by the Company’s Officers stating whether they have actual knowledge of any Default or Event of Default by the Company in performing any of its obligations under this Indenture or the New Notes and describing any such Default or Event of Default. If a Default or Event of Default has occurred and the Trustee has received notice of the Default or Event of Default in accordance with this Indenture, the Trustee must mail to each registered Holder of applicable New Notes a notice of the Default or Event of Default within 90 days after receipt of the notice. However, the Trustee need not mail the notice if the Default or Event of Default:

(a)           has been cured or waived; or

(b)           is not in the payment or delivery of any amounts due (including upon conversion) with respect to any New Note and the Trustee in good faith determines that withholding the notice is in the best interests of holders.

Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

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SECTION 514.       WAIVER OF STAY OR EXTENSION LAWS.

The Company, the Guarantors and any other obligors upon the Notes, covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and each of the Company, any Guarantor and any such obligor (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

SECTION 515.       UNDERTAKING FOR COSTS.

All parties to this Indenture agree, and each Holder of any Note by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 515 shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Notes, or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest on any Note on or after the respective Stated Maturities expressed in such Note (or, in the case of redemption, on or after the Redemption Date).

ARTICLE SIX

THE TRUSTEE

SECTION 601.       CERTAIN DUTIES AND RESPONSIBILITIES.

(a)           Except during the continuance of an Event of Default,

(i)            the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii)           in the absence of bad faith or willful misconduct on its part, as determined in a final and non-appealable decision of a court of competent jurisdiction, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions which by any provision hereof are required to be delivered to the Trustee, furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof.

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(b)           In case an Event of Default has occurred and is continuing of which written notice of such  Event of Default shall have been given to the Trustee by the Company, any other obligor of the Notes or by any Holder, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(c)           No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, EXCEPT that

(i)            this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section 601;

(ii)           the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved in a final and non-appealable decision of a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts;

(iii)          the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; and

(iv)          no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(d)           Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 601.

(e)           The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer.

(f)            The Trustee shall not be deemed to have knowledge of any Default or Event of Default or fact or event which might require the Trustee to take any action or give any notice unless it has received written notice from the Company, any other obligor of the Notes or any Holder of the circumstances constituting the same and stating so in such written notification thereof.

(g)           The Trustee shall have no duty to inquire as to the performance of the Company with respect to the covenants contained in Article Ten.  Delivery of reports, information and documents to the Trustee under Sections 1018 and 1019 hereof is for information purposes only and the receipt by the Trustee of the foregoing shall not constitute

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constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely on Officers’ Certificates.

(h)           Any permissive right or authority granted to the Trustee shall not be construed as a mandatory duty.

SECTION 602.       NOTICE OF DEFAULTS.

Within 90 days after the receipt of written notice from the Company, any other obligor of the Notes or any Holder of the occurrence of any Default or Event of Default hereunder, the Trustee shall transmit in the manner and to the extent provided in TIA Section 313(c), mail notice of such Default or Event of Default hereunder known to the Trustee, unless such Default or Event of Default shall have been cured or waived or, is not in the payment or delivery of any amounts due (including upon conversion) with respect to any Note and the Trustee in good faith determines that withholding notice is in the best interests of the Holders.

SECTION 603.       CERTAIN RIGHTS OF TRUSTEE.

(a)           If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b)           Subject to the provisions of TIA Sections 315(a) through 315(d):

(i)            the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(ii)           any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;

(iii)          whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, request and conclusively rely upon an Officers’ Certificate or an Opinion of Counsel, or both;

(iv)          the Trustee may consult with counsel of its selection and any advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

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(v)the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

(vi)the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation;

(vii)the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; and

(viii)the Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.

(c)The Trustee shall not be required to expend or risk its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(d)The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

(e)In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(f)The Trustee may make a written request that the Company deliver to the Trustee within five Business Days a certificate setting forth the names of individuals and/or titles of Officers authorized at such time to take specified actions pursuant to this Indenture.

(g)Unless otherwise required by applicable law, the Trustee shall not have any duty (1) to see to any recording, filing or depositing of this Indenture or any Indenture

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referred to herein, or see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof or (2) to see to any insurance.

(h)Unless otherwise required by applicable law, the Trustee shall not be required to give any bond or surety in respect of the execution of the powers granted hereunder.

SECTION 604.TRUSTEE NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF NOTES.

The recitals contained herein and in the Notes, except for the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness.  The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Notes, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Notes and perform its obligations hereunder and that the statements made by it in a Statement of Eligibility on Form T—1 supplied to the Company are true and accurate, subject to the qualifications set forth therein.  The Trustee shall not be accountable for the use or application by the Company of Notes or the proceeds thereof.

SECTION 605.MAY HOLD NOTES.

The Trustee, any Paying Agent, any Note Registrar, any Authenticating Agent or any other agent of the Company or of the Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and, subject to TIA Sections 310(b) and 311, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Paying Agent, Note Registrar, Authenticating Agent or such other agent.

SECTION 606.MONEY HELD IN TRUST.

All moneys received by the Trustee shall, until used or applied as herein provided, be held in trust hereunder for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law.  The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company.

SECTION 607.COMPENSATION AND REIMBURSEMENT.

(a)The Company agrees to pay to the Trustee from time to time such reasonable compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(b)The Company agrees, except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, professional advisers and counsel and costs and expenses of collection), except any such expense,

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disbursement or advance as may be attributable to its willful misconduct, negligence or bad faith, as determined in a final and non-appealable decision of a court of competent jurisdiction; and

(c)The Company and the Guarantors, jointly and severally, agree to indemnify each of the Trustee or any predecessor Trustee (and their respective directors, officers, employees and agents) for, and to hold it harmless against, any and all loss, damage, claim, liability or expense, including taxes (other than taxes based on the income of the Trustee) incurred without willful misconduct, negligence or bad faith on its part, as determined in a final and non-appealable decision of a court of competent jurisdiction, arising put of or in connection with the acceptance or administration of this trust, including the reasonable costs and expenses of defending itself against any claim (regardless of whether such claim is asserted by the Company, a Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder.

The obligations of the Company under this Section 607 to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture.  As security for the performance of such obligations of the Company, the Trustee shall have a Lien prior to the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Notes.

When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(viii) or (ix), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar law.

The provisions of this Section 607 shall survive the termination of this Indenture or the earlier resignation or removal of the Trustee.

SECTION 608.CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

There shall be at all times a Trustee hereunder which shall be eligible to act as Trustee under TIA Section 310(a), and which shall have a combined capital and surplus of at least $100,000,000 (or in the case of a corporation included in a bank holding company system, the related bank holding company shall have a combined capital and surplus of at least $100,000,000).  If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of federal, state, territorial or District of Columbia supervising or examining authority, then for the purposes of this Section 608, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.  If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 608, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

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SECTION 609.RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

(a)No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of this Section 609.

(b)The Trustee may resign at any time by giving written notice thereof to the Company.  Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee by written instrument executed by authority of the Board of Directors, a copy of which shall be delivered to the resigning Trustee and a copy to the successor trustee.  If an instrument of acceptance required by this Section 609 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee.

(c)The Trustee may be removed at any time by Act of the Holders of not less than a majority in principal amount of the Outstanding Notes, delivered to the Trustee and to the Company.

(d)If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Notes of such series.

(e)If at any time:

(i)the Trustee shall fail to comply with the provisions of TIA Section 310(b) after written request therefor by the Company or by any Holder who has been a bona fide Holder for at least six months, or

(ii)the Trustee shall cease to be eligible under Section 608 and shall fail to resign after written request therefor by the Company or by any Holder who has been a bona fide Holder for at least six months, or

(iii)the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a Custodian of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (i) the Company, by a Board Resolution, may remove the Trustee, or (ii) subject to TIA Section 315(e), any Holder who has been a bona fide Holder for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(f)If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor Trustee.  If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Notes

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delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Company.  If no successor Trustee shall have been so appointed by the Company or the Holders and accepted appointment in the manner hereinafter provided, any Holder who has been a bona fide Holder for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee.

(g)The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to the Holders in the manner provided for in Section 106.  Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

SECTION 610.ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of all its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.  Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts.

No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article.

SECTION 611.MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

Any corporation or national association into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation or national association resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation or national association succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation or national association shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto.  In case any Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Notes.  In case at that time any of the Notes shall not have been authenticated, any successor Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor Trustee.  In all such cases such certificates shall have the full force and effect which this Indenture provides for the

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certificate of authentication of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Notes in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

ARTICLE SEVEN

HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES.

The Company will furnish or cause to be furnished to the Trustee

(a)semi-annually, not more than 10 days after each Regular Record Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders as of such Regular Record Date; and

(b)at such other times as the Trustee may reasonably request in writing, within 30 days after receipt by the Company of any such request, a list of similar form and content to that in Subsection (a) hereof as of a date not more than 15 days prior to the time such list is furnished; provided, however, that if and so long as the Trustee shall be the Note Registrar, no such list need be furnished.

SECTION 702.DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS.

Every Holder, by receiving and holding the same, agrees with the Company and the Trustee that none of the Company or the Trustee or any agent of either of them shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders in accordance with TIA Section 312, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under TIA Section 312(b).

SECTION 703.REPORTS BY TRUSTEE.

Within 60 days after February 15 of each year commencing with February 15, 2011, the Trustee shall transmit to the Holders, in the manner and to the extent provided in TIA Section 313(c), a brief report dated as of such reporting date if required by TIA Section 313(a).

ARTICLE EIGHT

MERGER, CONSOLIDATION, OR SALE OF ASSETS

SECTION 801.COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

The Company may not consolidate or merge with or into or wind up into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or

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otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any Person unless:

(i)the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Company or such Person, as the case may be, being herein called the “Successor Company”);

(ii)the Successor Company (if other than the Company) expressly assumes all the obligations of the Company under this Indenture and the Notes pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee;

(iii)immediately after such transaction, no Default or Event of Default exists;

(iv)immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period, (A) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness under paragraph (a) of Section 1010, or (B) the Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction;

(v)each Guarantor, unless it is the other party to the transactions described above, in which case clause (ii) shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture and the Notes; and

(vi)the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture.

The Successor Company will succeed to, and be substituted for, the Company under this Indenture and the Notes.  Notwithstanding the foregoing clauses (iii) and (iv), (a) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company and (b) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another State of the United States so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby.

SECTION 802.GUARANTORS MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

Subject to Section 1209, each Guarantor shall not, and the Company shall not permit a Guarantor to, consolidate or merge with or into or wind up into (whether or not such

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Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions to, any Person, unless at the time and after giving effect:

(a)(i) such Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the United States, any State thereof, the District of Columbia, or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”);

(ii)the Successor Guarantor, if other than such Guarantor, expressly assumes all the obligations of such Guarantor hereunder and under such Guarantor’s Guarantee pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee;

(iii)immediately after such transaction, no Default or Event of Default exists; and

(iv)the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture, if any, comply with this Indenture; or

(b)the transaction is made in compliance with Section 1017.

Subject to Section 1209 hereof, the Successor Guarantor shall succeed to, and be substituted for, such Guarantor under this Indenture and such Guarantor’s Guarantee.  Notwithstanding the foregoing, any Guarantor may merge into or transfer all or part of its properties and assets to another Guarantor or the Company.

SECTION 803.SUCCESSOR SUBSTITUTED.

Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the assets of the Company or any Guarantor in accordance with Sections 801 and 802 hereof, the successor Person formed by such consolidation or into which the Company or such Guarantor, as the case may be, is merged or the successor Person to which such sale, assignment, conveyance, transfer, lease or disposition is made, shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Guarantor, as the case may be, under this Indenture or the Guarantees, as the case may be, with the same effect as if such successor Person had been named as the Company or such Guarantor, as the case may be, herein or the Guarantees, as the case may be.  When a successor Person assumes all obligations of its predecessor hereunder, the Notes or the Guarantees, as the case may be, such predecessor shall be released from all obligations; provided that in the event of a transfer or lease, the predecessor shall not be released from the payment of principal and interest or other obligations on the Notes or the Guarantees, as the case may be.

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ARTICLE NINE

SUPPLEMENTS AND AMENDMENTS TO INDENTURE

SECTION 901.SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

Without notice to or the consent of any Holder, the Company, may with the consent of the Trustee, at any time and from time to time, amend or supplement this Indenture, any Guarantee, or the Notes, in form satisfactory to the Trustee, for any of the following purposes to:

(1)evidence the assumption of its obligations under this Indenture and the Notes by a successor upon its consolidation or merger or the sale, transfer, lease, conveyance or other disposition of all or substantially all of its property or assets in accordance with this Indenture;

(2)make adjustments in accordance with this Indenture to the right to convert the Notes upon certain reclassifications in its common stock and certain consolidations, mergers and binding share exchanges and upon the sale, transfer, lease, conveyance or other disposition of all or substantially all of its property or assets;

(3)secure its obligations in respect of the Notes;

(4)add to its covenants for the benefit of the Holders or to surrender any right or power conferred upon the Company;

(5)make provision with respect to adjustments to the Conversion Rate as required by this Indenture or to increase the Conversion Rate in accordance with this Indenture;

(6)cure any ambiguity, defect, omission or inconsistency in this Indenture;

(7)provide for uncertificated Notes in addition to or in place of certificated Notes;

(8)comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act as in effect on the date on which this Indenture is qualified thereunder;

(9)provide for the issuance of PIK Notes or Additional Notes, in accordance with the limitations set forth in this Indenture;

(10)allow any Guarantor to execute a supplemental indenture with respect to the Notes;

(11)comply with the rules of any securities depository; or

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(12)make any change that does not adversely affect the rights of any Holder, subject to the provisions hereof.

SECTION 902.SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

With the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Notes, by Act of said Holders delivered to the Company and the Trustee, the Company and the Trustee, may amend or supplement this Indenture or any New Notes for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereunder or thereunder or of modifying in any manner the rights of the Holders hereunder or thereunder and any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes, other than Notes beneficially owned by the Company or its Affiliates; provided, however, that no such amendment, supplement or waiver shall, without the consent of the Holder of each Outstanding Note affected thereby (with respect to any Notes held by a nonconsenting Holder):

(a)change the stated maturity of the principal of, or the payment date of any installment of interest on, or any additional amounts with respect to, any Note;

(b)reduce the principal amount of, or any premium or interest on, any Note;

(c)change the place, manner or currency of payment of principal of, or any premium or interest on, any Note;

(d)impair the right to institute a suit for the enforcement of any payment on, or with respect to, or of the conversion of, any Note;

(e)modify, in a manner adverse to the Holders, the provisions of this Indenture relating to (i) the right of the Holders to require the Company to repurchase Notes upon a fundamental change or (ii) the Redemption Price or its obligation to pay the Redemption Price when due;

(f)modify the ranking provisions of this Indenture in a manner adverse to the Holders;

(g)adversely affect the right of the Holders to convert their Notes in accordance with this Indenture;

(h)reduce the percentage in aggregate principal amount of Outstanding Notes whose holders must consent to a modification or amendment of this Indenture or the Notes;

(i)reduce the percentage in aggregate principal amount of Outstanding Notes whose holders must consent to a waiver of compliance with any provision of this Indenture or the Notes or a waiver of any Default or Event of Default; or

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(j)modify the provisions of this Indenture with respect to modification and waiver (including waiver of a Default or Event of Default), except to increase the percentage required for modification or waiver or to provide for the consent of each affected Holder.

It shall not be necessary for any Act of Holders under this Section 902 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

SECTION 903.EXECUTION OF SUPPLEMENTAL INDENTURES.

In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall receive, and shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel, each stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and, with respect to such Opinion of Counsel, that such amended or supplemental indenture is a valid and binding obligation of the Company, enforceable against it in accordance with its terms (subject to customary conditions).  The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

SECTION 904.EFFECT OF SUPPLEMENTAL INDENTURES.

Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder theretofore or thereafter authenticated and delivered hereunder shall be bound thereby (except as provided in Section 902).

SECTION 905.CONFORMITY WITH TRUST INDENTURE ACT.

Every supplemental indenture executed pursuant to the Article shall conform to the requirements of the Trust Indenture Act as then in effect.

SECTION 906.REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES.

Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form satisfactory to the Trustee as to any matter provided for in such supplemental indenture.  If the Company shall so determine, new Notes so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee, upon receipt of a Company Order in exchange for Outstanding Notes.

Failure to make the appropriate notation or issue a new Note will not affect the validity and effect of such supplemental indenture.

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SECTION 907.NOTICE OF SUPPLEMENTAL INDENTURES.

Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of Section 902, the Company shall give notice thereof to the Holders of each Outstanding Note affected, in the manner provided for in Section 106, setting forth in general terms the substance of such supplemental indenture.

ARTICLE TEN

COVENANTS

SECTION 1001.PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST.

The Company covenants and agrees for the benefit of the Holders that it will duly and punctually pay the principal of (and premium, if any) and interest and Special Interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture.  Principal, interest or Special Interest shall be considered paid on the date it is due if the Trustee or Paying Agent holds, for the benefit of the Holders, as of 10:00 a.m., New York City time on that date U.S. legal tender designated for and sufficient to pay such principal, interest or Special Interest then due.  PIK interest shall be considered paid on the date due if the Trustee is directed on or prior to such date to issue PIK Notes or increase the principal amount of the applicable Global Notes, in each case in an amount equal to the amount of the applicable PIK interest.

SECTION 1002.MAINTENANCE OF OFFICE OR AGENCY.

The Company will maintain an office or agency where the Notes may be presented or surrendered for payment, where the Notes may be surrendered for registration of transfer or exchange, where the Notes may be presented for conversion and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served.  The designated office of the Trustee shall be such office or agency of the Company, unless the Company shall designate and maintain some other office or agency for one or more of such purposes.  The Company will give prompt written notice to the Trustee of any change in the location of any such office or agency.  If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency for such purposes.  The Company will give prompt written notice to the Trustee of any such designation or rescission and any change in the location of any such other office or agency.

SECTION 1003.MONEY FOR NOTE PAYMENTS TO BE HELD IN TRUST.

If the Company shall at any time act as its own Paying Agent, it will, on or before each due date of the principal of (premium, if any) or cash interest or Special Interest, if any, on

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any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal of (or premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure to so act.

Whenever the Company shall have one or more Paying Agents for the Notes, it will, on or before each due date of the principal of (premium, if any) or cash interest on any Notes, deposit with a Paying Agent a sum in same day funds (or New York Clearing House funds if such deposit is made prior to the date on which such deposit is required to be made) sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of such action or any failure to so act.

The Company will cause each Paying Agent (other than the Trustee) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 1003, that such Paying Agent will:

(1)hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;

(2)give the Trustee notice of any default by the Company (or any other obligor upon the Notes) in the making of any payment of principal (and premium, if any) or interest; and

(3)at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the

(4)Trustee all sums so held in trust by such Paying Agent.

The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such sums.

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of (or premium, if any) or interest on any Note and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment to the Company, may at the

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written request and expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

SECTION 1004.CORPORATE EXISTENCE.

Subject to Article Eight, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and that of each Restricted Subsidiary and the corporate rights (charter and statutory) licenses and franchises of the Company and each Restricted Subsidiary; provided, however, that the Company shall not be required to preserve any such existence (except that of the Company), right, license or franchise if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and each of its Restricted Subsidiaries, taken as a whole, and that the loss thereof is not, and will not be, disadvantageous in any material respect to the Holders.

SECTION 1005.PAYMENT OF TAXES AND OTHER CLAIMS.

The Company will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (a) all material taxes, assessments and governmental charges levied or imposed upon the Company or any Subsidiary or upon the income, profits or property of the Company or any Subsidiary prior to the date on which material penalties attach thereto and (b) all lawful claims for labor, materials and supplies, which, if unpaid, might by law become a material liability or lien upon the property of the Company or any Subsidiary; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which appropriate reserves, if necessary (in the good faith judgment of management of the Company) are being maintained in accordance with GAAP.

SECTION 1006.MAINTENANCE OF PROPERTIES.

The Company will cause all material properties owned by the Company or any Restricted Subsidiary or used or held for use in the conduct of its business or the business of any Restricted Subsidiary to be maintained and kept in normal condition, repair and working order and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly conducted at all times; provided, however, that nothing in this Section 1006 shall prevent the Company or any of its Restricted Subsidiaries from discontinuing the maintenance of any of such properties if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business or the business of any Restricted Subsidiary and not adverse in any material respect to the Holders.

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SECTION 1007.ADDITIONAL INTEREST NOTICE.

In the event the Company is required to pay Additional Interest to Holders of Notes pursuant to the Registration Rights Agreement, the Company will provide written notice (the “Additional Interest Notice”) to the Trustee of its obligation to pay Additional Interest no later than fifteen (15) calendar days prior to the proposed interest payment date for Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Company on such Interest Payment Date.  The Trustee shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Additional Interest, or with respect to the nature, extent or calculation of the amount of Additional Interest when made, or with respect to the method employed in such calculation of the Additional Interest.

SECTION 1008.COMPLIANCE WITH LAWS.

The Company shall comply with all applicable statutes, rules, regulations, orders and restrictions of the United States of America, all states and municipalities thereof, and of any governmental regulatory authority, in respect of the conduct of their respective businesses and the ownership of their respective properties, except such as may be contested in good faith or as to which a bona fide dispute may exist and except for such noncompliances as would not in the aggregate have a material adverse effect on the financial condition or results of operations of the Company and its Subsidiaries, taken as a whole.

SECTION 1009.LIMITATION ON RESTRICTED PAYMENTS.

(a)The Company will not, and will not permit any Restricted Subsidiaries to:

(i)directly or indirectly declare or pay any dividend or make any distribution in respect of the Company’s or any of its Restricted Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than:  (A) dividends or distributions by the Company payable in Equity Interests (other than Disqualified Stock) of the Company or in options, warrants or other rights to purchase such Equity Interests; or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Subsidiary other than a Wholly Owned Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities;

(ii)purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Company or any direct or indirect parent of the Company, including in connection with any merger or consolidation;

(iii)make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness; or

(iv)make any Restricted Investment;

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(all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:

(1)no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof;

(2)immediately after giving effect to such transaction on a pro forma basis, the Company could incur $1.00 of additional Indebtedness under paragraph (a) of Section 1010;

(3)such Restricted Payment is made after August 26, 2013; and

(4)such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the Issuance Date is less than the sum of:

(A)50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the fiscal quarter that first begins after the Issuance Date to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit), plus

(B)100% of the aggregate net cash proceeds received by the Company since immediately after the Issuance Date from the issue or sale of (x) Equity Interests of the Company or (y) debt securities of the Company (other than the New Notes) that have been converted into Equity Interests of the Company (other than debt held by a Subsidiary of the Company); provided, however, that this clause (B) shall not include the proceeds from (a) Equity Interests or convertible debt securities of the Company sold to a Restricted Subsidiary or the Company, as the case may be, (b) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (c) Excluded Contributions, plus

(C)100% of the aggregate amount received in cash received by means of (A) the sale or other disposition (other than to the Company or a Restricted Subsidiary) of Restricted Investments made by the Company and its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Company and its Restricted Subsidiaries by such Person and repayments of loans or advances which constitute Restricted Investments by the Company and its Restricted Subsidiaries or (B) the sale (other than to the Company or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than in each case an

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Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary was made by the Company or a Restricted Subsidiary and constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary (to the extent not included in Net Income), plus

(D)100% of the aggregate amount of cash contributed to the capital of the Company following the Issuance Date (other than by a Restricted Subsidiary and other than Excluded Contributions), plus

(E)in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the investment in such Unrestricted Subsidiaries at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary and (ii) the amount of all Restricted Payments made to such Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary was made by the Company or a Restricted Subsidiary and constituted a Permitted Investment.

(b)The foregoing provisions will not prohibit:

(i)the payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Indenture;

(ii)the redemption, repurchase, retirement, defeasance or other acquisition of any Equity Interests (the “Retired Capital Stock”) or Subordinated Indebtedness of the Company, in exchange for, or out of the proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary) of, Equity Interests of the Company (other than any Disqualified Stock);

(iii)the redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness of the Company made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Subordinated Indebtedness of the Company so long as (A) the principal amount of such new Indebtedness does not exceed the principal amount of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired for value, plus the amount of any premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired, together with all costs and expenses paid in connection thereto; (B) such Indebtedness is subordinated to the Senior Indebtedness and the Notes at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or retired for value; (C) such Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the New Notes or the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired and (D) such Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the New Notes or the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired;

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(iv)a Restricted Payment to pay for the repurchase, redemption, retirement or other acquisition or retirement for value of common Equity Interests of the Company held by any future, present or former employee, director or consultant (or their heirs or estates) of the Company or any Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any subscription, stockholder or other agreement; provided, however, that the aggregate Restricted Payments made under this clause (iv) does not exceed in any calendar year $2.5 million and $15.0 million over the entire term of the Notes; provided further that such amount in any calendar year may be increased by an amount not to exceed (A) the cash proceeds from the sale of Equity Interests of the Company to members of management, directors or consultants (or their heirs or estates) of the Company and its Subsidiaries that occurs after the Issuance Date plus (B) the cash proceeds of key man life insurance policies received by the Company and its Restricted Subsidiaries after the Issuance Date; and provided further that cancellation of Indebtedness owing to the Company from members of management of the Company or any of its Restricted Subsidiaries in connection with a repurchase of Equity Interests of the Company will not be deemed to constitute a Restricted Payment for purposes of this Section 1009 or any other provision hereof;

(v)any repricing or issuance of employee stock options or the adoption of bonus arrangements, in each case in connection with the issuance of the New Notes, and payments pursuant to such arrangements;

(vi)the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Company or any Restricted Subsidiary issued in accordance with the Fixed Charge Coverage Ratio test described in Section 1010;

(vii)repurchases of Equity Interests deemed to occur upon exercise of stock options, warrants or similar rights if such Equity Interests represent a portion of the exercise price of such options, warrants or similar rights;

(viii)payments of cash, dividends, distributions or advances by the Company to allow the payment of cash in lieu of the issuance of fractional shares upon (a) the exercise of options or warrants or (b) the conversion or exchange of Capital Stock of the Company;

(ix)payments of cash, dividends, distributions or advances by the Company and the Guarantors to prepay, redeem, defease, repurchase, retire, or otherwise acquire the New Notes, subject to the provisions of Article Eleven;

(x)Restricted Payments that are made with Excluded Contributions; and

(xi)other Restricted Payments in an aggregate amount not to exceed $5.0 million made prior to the last date on which interest on the New Notes is payable in PIK and $15.0 million if made thereafter.

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(c)As of the Issuance Date, all of the Company’s Subsidiaries will be Restricted Subsidiaries.  The Company will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the second to last sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Company and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investments.” Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time (whether pursuant to clause (a) of this Section 1009 or pursuant to the definition of “Permitted Investments”) and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.  Unrestricted Subsidiaries will not be subject to any of the restrictive covenants set forth in this Indenture.

SECTION 1010.LIMITATION ON INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF DISQUALIFIED STOCK.

(a)The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur” and collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock or permit any of its Restricted Subsidiaries to issue any shares of Disqualified Stock; provided, however, that the Company may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock if the Fixed Charge Coverage Ratio for the Company’s and its Restricted Subsidiaries’ most recently ended four full fiscal quarters for which financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued would have been at least 3.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided that the amount of Indebtedness and Disqualified Stock that may be incurred pursuant to the foregoing by Restricted Subsidiaries that are not Guarantors of the Notes shall not exceed $10.0 million at any one time outstanding.

(b)The foregoing limitations will not apply to:

(i)the incurrence by the Company or the Guarantors of Indebtedness under the Senior Credit Facilities and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof) up to an aggregate principal amount of $311,019,628 outstanding at any one time plus any amounts for premiums, costs and expenses associated with a refinancing or refinancings of Indebtedness in this clause (i);

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(ii)the incurrence by the Company and any Guarantor of Indebtedness represented by the New Notes (including any Guarantee and the PIK Notes), including any notes issued in exchange for the New Notes and any guarantees thereof;

(iii)the Existing Indebtedness (other than indebtedness described in another clause hereof);

(iv)the incurrence by the Company or the Guarantors of Indebtedness pursuant to a Credit Facility in an aggregate amount up to $50.0 million;

(v)the incurrence by the Company of Indebtedness represented by Capitalized Lease Obligations, Disqualified Stock incurred by the Company or any of its Restricted Subsidiaries, mortgage financings or purchase money obligations, when aggregated with the principal amount of all other Indebtedness and Disqualified Stock, incurred pursuant to this clause (v) and including all Refinancing Indebtedness incurred to refund, refinance or replace any other Indebtedness or Disqualified Stock incurred pursuant to this clause (v), does not exceed $25.0 million;

(vi)Indebtedness incurred by the Company or any of its Restricted Subsidiaries arising in respect of letters of credit, bankers’ acceptances, workers’ compensation claims or self-insurance, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims, in each case in the ordinary course of business;

(vii)Indebtedness of the Company to a Restricted Subsidiary; provided that any such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor is made pursuant to an intercompany note and is subordinated in right of payment to the New Notes; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary) shall be deemed, in each case to be an incurrence of such Indebtedness;

(viii)Indebtedness of a Restricted Subsidiary to the Company or another Restricted Subsidiary; provided that (i) any such Indebtedness is made pursuant to an intercompany note and (ii) if a Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not a Guarantor, such Indebtedness is subordinated in right of payment to the Guarantee of such Guarantor; provided further that any subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary) shall be deemed, in each case to be an incurrence of such Indebtedness;

(ix)Hedging Obligations that are incurred in the ordinary course of business (but in any event excluding Hedging Obligations entered into for speculative purposes);

(x)obligations in respect of performance, bid, appeal and surety bonds and completion guarantees provided by the Company or any Restricted Subsidiary in the ordinary course of business;

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(xi)Indebtedness of any Guarantor in respect of such Guarantor’s Guarantee;

(xii)(A) any guarantee by the Company of Indebtedness or other obligations of any Restricted Subsidiaries so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of the Indenture and (B) any guarantee by a Restricted Subsidiary of Indebtedness of the Company; provided that such Guarantee is incurred in accordance with Section 1014 hereof;

(xiii)Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds, provided that such Indebtedness is extinguished within five Business Days of its incurrence;

(xiv)(A) any guarantee by the Company or a Guarantor of Indebtedness or other obligations of any of its Restricted Subsidiaries so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of the Indenture and (B) any guarantee by a Restricted Subsidiary of Indebtedness of the Company; provided that such Guarantee is incurred in accordance with Section 1014 hereof;

(xv)Issuance by the Company of additional senior convertible notes on terms that are identical to the New Notes in an aggregate principal amount not to exceed $20.0 million, solely for the purpose of curing any covenant defaults under the Senior Credit Facility;

(xvi)Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by the Indenture to be incurred under the Fixed Charge Coverage Ratio test set forth in paragraph (a) of this Section 1010 or clauses (i), (ii), (iii) or (xvi);

(xvii)Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment or purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than the guarantees of Indebtedness incurred by any Person acquiring all of such business, assets or a Subsidiary for the purpose of financing such acquisition;

(xviii)The incurrence of contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business;

(xix)Indebtedness representing installment insurance premiums of the Company owing to insurance companies in the ordinary course of business;

(xx)The incurrence of Indebtedness consisting of guarantees of loans or other extensions of credit to or on behalf of current or former officers, directors,

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employees or consultants of the Company, or any of its Subsidiaries for the purposes of permitting such Persons to purchase Capital Stock of the Company, not to exceed $1.0 million;

(xxi)The incurrence by the Company and the Guarantors of royalties, the dedication of reserves under supply agreements or similar rights or interests granted, taken subject to, or otherwise imposed on properties consistent with the ordinary course of business or normal practices in the commercial vehicle components industry;

(xxii)Indebtedness or Disqualified Stock of Persons that are acquired by the Company or any of its Restricted Subsidiaries or merged into the Company or a Restricted Subsidiary in accordance with the terms of the Indenture; provided that such Indebtedness or Disqualified is not incurred in contemplation of such acquisition or merger; and provided further that after giving effect to such acquisition or merger, either (i) the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first sentence of this Section 1010 or (ii) the Fixed Charge Coverage Ratio is greater than immediately prior to such acquisition or merger; or

(xxiii)The incurrence by the Company or any Guarantor of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Refinancing Indebtedness incurred to renew, refund, refinance, defease or discharge any Indebtedness incurred pursuant to this clause (xxiii), not to exceed $40.0 million.

For purposes of determining compliance with this Section 1010, in the event that an item of Indebtedness or Disqualified Stock meets the criteria of more than one of the categories of permitted Indebtedness or Disqualified Stock described in clauses (i) through (xxiii) above or is entitled to be incurred pursuant to paragraph (a) of this Section 1010, the Company shall, in its sole discretion, classify or reclassify such item of Indebtedness or Disqualified Stock and will only be required to include the amount and type of such Indebtedness or Disqualified Stock in one of the above clauses.  Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness or Disqualified Stock will not be deemed to be an incurrence of Indebtedness or Disqualified Stock for purposes of this Section 1010.

For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.  The principal amount of any Indebtedness incurred to refinance

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other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

SECTION 1011.LIMITATION ON LIENS.

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly create, incur or suffer to exist any Lien on any asset or property of the Company or such Restricted Subsidiary securing Indebtedness (other than Permitted Liens) unless all payments due under the New Notes are equally and ratably secured with (or on a senior basis to, in the case of obligations subordinated in right of payment to the New Notes) the Indebtedness so secured until such time as such Indebtedness is no longer secured by a Lien.

The preceding paragraph will not require the Company or any Restricted Subsidiary of the Company to secure the New Notes if the relevant Lien consists of a Permitted Lien.  Any Lien which is granted to secure the New Notes or such Guarantee under the preceding paragraph shall be automatically released and discharged at the same time as the release of the Lien that gave rise to the obligation to secure the Notes or such Guarantee under such preceding paragraph.

SECTION 1012.LIMITATION ON TRANSACTIONS WITH AFFILIATES.

(a)The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $5.0 million, unless:

(i)such Affiliate Transaction is on terms that are not materially less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and

(ii)the Company delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, a resolution adopted by the majority of the Board of Directors of the Company approving such Affiliate Transaction and set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (i) above; provided that for any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25.0 million, the Company shall deliver to the Trustee, in addition to such board resolution and Officers’ Certificate, a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (i) above.

(b)The foregoing provisions will not apply to the following:

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(i)transactions between or among the Company and/or any of its Restricted Subsidiaries;

(ii)any indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary;

(iii)payments or loans (or cancellation of loans) to employees or consultants of the Company, any of its direct or indirect parent corporations or any Restricted Subsidiary which are approved by a majority of the Board of Directors of the Company in good faith, which shall not exceed $1.0 million in the aggregate at any one time outstanding;

(iv)any agreement as in effect as of the Issuance Date or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders in any material respect) or any transaction contemplated thereby;

(v)any employment agreement or employee benefit plan entered into by the Company or any Restricted Subsidiary in the ordinary course of business and payments pursuant thereto;

(vi)payment of reasonable directors’ fees and expenses;

(vii)transactions with joint ventures in a Similar Business;

(viii)transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to the Company or its Restricted Subsidiaries, in the reasonable determination of the Board of Directors of the Company or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

(ix)the issuance of Equity Interests (other than Disqualified Stock) of the Company to any director, officer, employee or consultant;

(x)any contribution to the capital of the Company;

(xi)transactions in which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (i) of paragraph (a) of this Section 1012;

(xii)Restricted Payments permitted by Section 1009 hereof and Permitted Investments;

(xiii)the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to

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which it is a party as of the Issuance Date and any similar agreements which it may enter into thereafter; and

(xiv)pledges of Equity Interests of Unrestricted Subsidiaries.

SECTION 1013.LIMITATION ON DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES.

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:

(a)(i) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;

(b)make loans or advances to the Company or any of its Restricted Subsidiaries; or

(c)sell, lease, or transfer any of its properties or assets to the Company, or any of its Restricted Subsidiaries, except (in each case) for such encumbrances or restrictions existing under or by reason of:

(1)contractual encumbrances or restrictions in effect on the Issuance Date, including, without limitation, pursuant to Existing Indebtedness or the Senior Credit Facilities and their related documentation;

(2)this Indenture, the New Notes and the Guarantees;

(3)purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature discussed in clause (c) above on the property so acquired;

(4)applicable law or any applicable rule, regulation or order;

(5)any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired;

(6)contracts for the sale of assets or Capital Stock, including, without limitation restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;

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(7)secured Indebtedness otherwise permitted to be incurred pursuant to (i) Section 1010 and (ii) Section 1011 that limit the right of the debtor to dispose of the assets securing such Indebtedness;

(8)restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(9)customary provisions in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), including provisions limiting the distribution or disposition of assets or property, entered into in the ordinary course of business or with the approval of the Board of Directors of the Company;

(10)customary provisions (including non-assignment provisions) contained in leases and other agreements entered into in the ordinary course of business;

(11)Refinancing Indebtedness; or

(12)any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1), (2) and (7)(i) above, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company’s Board of Directors, not, taken as a whole, more restrictive with respect to such dividend and other payment restrictions set forth in clauses (a), (b) and (c) above than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

SECTION 1014.LIMITATION ON GUARANTEES OF INDEBTEDNESS BY RESTRICTED SUBSIDIARIES.

(a)The Company will not permit any Restricted Subsidiary that is a Domestic Subsidiary, other than a Guarantor, to guarantee the payment of any Indebtedness of the Company or any other Guarantor unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to the Indenture providing for a Guarantee of payment of the Notes by such Restricted Subsidiary except that with respect to a guarantee of Indebtedness of the Company or any Guarantor if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee of the Notes, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes.

(b)Notwithstanding the foregoing and the other provisions of this Indenture, any Guarantee by a Restricted Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or

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transfer, to any Person not an Affiliate of the Company, of all of the Company’s Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited hereunder); (ii) the release or discharge of the guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; (iii) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture or (iv) if the Company designates a Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary.

SECTION 1015.[INTENTIONALLY OMITTED].

SECTION 1016.[INTENTIONALLY OMITTED].

SECTION 1017.LIMITATION ON SALES OF ASSETS.

The Company will not, and will not permit any of its Restricted Subsidiaries to, cause, make or suffer to exist an Asset Sale, unless (x) the Company, or its Restricted Subsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets sold or otherwise disposed of; and (y) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Company, or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that (a) the amount of any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto) of the Company or any Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets and for which the Company and all Restricted Subsidiaries have been validly released by all creditors in writing, (b) any securities, notes or other obligations received by the Company or its Restricted Subsidiaries from such transferee that are converted by the Company or such Restricted Subsidiaries into cash or Cash Equivalents within 270 days following the closing of such Asset Sale and (c) any Designated Noncash Consideration received by the Company or any Restricted Subsidiary in such Asset Sale having a Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (c) that is at the time outstanding not to exceed 10% of Total Assets at the time of receipt of such Designated Noncash Consideration (with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall be deemed to be cash for the purposes of this provision and for no other purpose.

Within 270 days after the Company’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale, the Company or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale (i) to permanently reduce (x) Obligations under the Senior Credit Facilities, and if the Senior Credit Facilities repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; or (y) other Pari Passu Indebtedness; and/or (ii) to make an investment in (A) any one or more businesses, provided, that such investment in any business is in the form of the acquisition of all or substantially all of the assets or any Capital Stock of such business and results in the Company or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) capital expenditures or (C) acquisitions of other assets used or useful in a Similar Business.

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Pending the final application of any such Net Proceeds, the Company or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Proceeds in Cash Equivalents, Investment Grade Securities or any other manner not prohibited by this Indenture.

Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in the second paragraph of this Section 1017 will be deemed to constitute “Excess Proceeds.”

When the aggregate amount of Excess Proceeds exceeds $20.0 million, the Company shall make an offer to all Holders, and if required by the terms of any Pari Passu Indebtedness, to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness, that is an integral multiple of $1 that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Special Interest, if any, to the date fixed for the closing of such offer (the “Offered Price”) in accordance with the procedures set forth in this Indenture, provided that if such Asset Sale Offer is made on or before February 26, 2013, the offer price with respect to the Notes shall be in an amount equal to 100% of the principal amount thereof, plus all interest that would be payable and unpaid (whether or not accrued) on February 26, 2013, and provided further that no Notes of $2,000 or less shall be purchased in part.

SECTION 1018.STATEMENT BY OFFICERS AS TO DEFAULT.

(a)The Company will deliver to the Trustee, within 180 days after the end of each fiscal year, an Officers’ Certificate stating whether such Officers signing the Officers’ Certificate have actual knowledge of any Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default by the Company in performing any of its obligations under the Indenture or the New Notes, describing any such Default or Event of Default and what actions the Company is taking or proposes to take with respect thereto.  The Company shall provide prompt written notice to the Trustee of any change to the fiscal year, which as of the date hereof ends on December 31.

(b)When any Default has occurred and is continuing under this Indenture, or if the trustee for or the holder of any other evidence of Indebtedness of the Company or any Subsidiary gives any notice or takes any other action with respect to a claimed default (other than with respect to Indebtedness in the principal amount of less than $10 million), the Company shall notify the Trustee in writing of such event, notice or other action within five Business Days of its occurrence.

SECTION 1019.COMMISSION REPORTS AND REPORTS TO HOLDERS.

The Company will deliver to the Trustee (without exhibits), within 15 days after it is required to file them with the Commission copies of: (A) annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form); (B) reports on Form 10-Q (or any successor or

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comparable form); (C) reports on Form 8-K (or any successor or comparable form); and (D) any other information, documents and other reports which the Company would be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act; provided, however, if the Company is not obligated to file such reports with the Commission or if the Commission does not permit such filing, the Company shall make available such information to prospective purchasers of the Notes, in addition to providing such information to the Trustee and the holders of the Notes, in each case within 15 days after the time the Company would have been required to file such information with the Commission, if it were subject to Sections 13 or 15(d) of the Exchange Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Company shall be deemed to have furnished the reports, documents and information referred to above to the Trustee, the Holders and/or the prospective purchasers of the Notes, if the Company has filed such reports, documents or information with the Commission via the EDGAR filing system (or any successor system) and/or posted such reports, documents or information on the Company’s website and such reports, documents and information are publicly available.

SECTION 1020.SUSPENSION OF COVENANTS.

(a)During any period of time that:  (1) the Notes have a Qualified Rating from Moody’s and S&P and (2) no Default or Event of Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (1) and (2) being collectively referred to as a “Covenant Suspension Event”), the Company and the Restricted Subsidiaries shall not be subject to the following provisions of this Indenture:

(i)Section 1009;

(ii)Section 1010;

(iii)Section 1012;

(iv)Section 1013;

(v)Section 1014; and

(vi)Section 1017;

(collectively, the “Suspended Covenants”).  Upon the occurrence of a Covenant Suspension Event, the Guarantees of the Guarantors shall be suspended as of such date (the “Suspension Date”).  In the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its Qualified Rating or downgrades the rating assigned to the Notes below a Qualified Rating or a Default or Event of Default occurs and is continuing, then the Company and the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants with respect to future events and the Guarantees shall be reinstated.  The period of time between the Suspension Date and the

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Reversion Date is referred to in this description as the “Suspension Period”.  Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default shall be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period).

(b)On the Reversion Date, all Indebtedness incurred, or Disqualified Stock issued, during the Suspension Period shall be classified to have been incurred or issued pursuant to Sections 1010 (in each case, to the extent such Indebtedness or Disqualified Stock would be permitted to be incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred or issued prior to the Suspension Period and outstanding on the Reversion Date).  To the extent such Indebtedness or Disqualified Stock would not be so permitted to be incurred or issued pursuant to Section 1010, such Indebtedness or Disqualified Stock shall be deemed to have been outstanding on the Issuance Date, so that it is classified as permitted under Section 1010(b)(iii).  Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 1009 shall be made as though Section 1009 had been in effect since the Issuance Date and throughout the Suspension Period, except that no default shall be deemed to have occurred solely by reason of a Restricted Payment made while that covenant was suspended.  Accordingly, Restricted Payments made during the Suspension Period shall reduce the amount available to be made as Restricted Payments under Section 1009.

(c)The Company shall give the Trustee prompt (and in any event not later than five Business Days after a Covenant Suspension Event) written notice of any Covenant Suspension Event.  In the absence of such notice, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.  The Company shall give the Trustee prompt (and in any event not later than five Business Days after a Reversion Date) written notice of any occurrence of a Reversion Date.  After any such notice of the occurrence of a Reversion Date, the Suspended Covenants shall apply and be in full force and effect.

ARTICLE ELEVEN

REDEMPTION OR REPURCHASE OF NOTES

SECTION 1101.OPTIONAL REDEMPTION.

The Notes may or shall, as the case may be, be redeemed at the election of the Company, as a whole but not in part, subject to the conditions and at the Redemption Prices specified in the form of Note, together with accrued interest to the Redemption Date.

SECTION 1102.APPLICABILITY OF ARTICLE.

Redemption of Notes at the election of the Company or otherwise, as permitted or required by any provision of this Indenture, shall be made in accordance with such provision and this Article.

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SECTION 1103.ELECTION TO REDEEM; NOTICE TO TRUSTEE.

The election of the Company to redeem any Notes pursuant to Section 1101 shall be evidenced by a Board Resolution.  In case of any redemption at the election of the Company, the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Notes to be redeemed.

SECTION 1104.NOTICE OF REDEMPTION.

Notice of redemption shall be given by the Company in the manner provided for in Section 106 at least 30 but not more than 60 days prior to the Redemption Date, to each Holder to be redeemed at such Holder’s registered address.

All notices of redemption shall be prepared by the Company and shall state:

(1)the Redemption Date,

(2)the Redemption Price and the amount of accrued interest to the Redemption Date payable as provided in Section 1107, if any,

(3)that on the Redemption Date the Redemption Price (and accrued interest, if any, to the Redemption Date payable as provided in Section 1107) will become due and payable upon each such Note, or the portion thereof, to be redeemed, and, unless the Company defaults in making the redemption payment, that interest on Notes called for redemption (or the portion thereof) will cease to accrue on and after said date,

(4)the place or places where such Notes are to be surrendered for payment of the Redemption Price and accrued interest, if any,

(5)the name and address of the Paying Agent,

(6)that Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price,

(7)the CUSIP number, and that no representation is made as to the accuracy or correctness of the CUSIP number, if any, listed in such notice or printed on the Notes, and

(8)the paragraph of the Notes pursuant to which the Notes are to be redeemed.

At the Company’s request, the Trustee will give the notice of redemption in the Company’s name and at its expense; provided, however, that the Company has delivered to the Trustee, at least 45 days prior to the Redemption Date, an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

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SECTION 1105.DEPOSIT OF REDEMPTION PRICE.

Prior to 10:00 a.m. (New York City time) on any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and accrued interest on, all the Notes which are to be redeemed on that date.

SECTION 1106.NOTES PAYABLE ON REDEMPTION DATE.

Notice of redemption having been given as aforesaid, the Notes so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified (together with accrued interest, if any, to the Redemption Date), and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Notes shall cease to bear interest.  Upon surrender of any such Note for redemption in accordance with said notice, such Note shall be paid by the Company at the Redemption Price, together with accrued interest, if any, to the Redemption Date; provided, however, that installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Notes, or one or more Predecessor Notes, registered as such at the close of business on the relevant Regular Record Date according to their terms and the provisions of Section 307.

If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date at the rate borne by the Notes.

SECTION 1107.RIGHT OF HOLDERS TO REQUIRE THE COMPANY TO REPURCHASE THE NEW NOTES IF A CHANGE IN CONTROL OCCURS.

(a)Repurchase due to Change in Control. If a Change in Control occurs, each Holder of Notes (other than a holder, in the case of clause (i) of the definition of a Change in Control, that is a person or part of a group (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) that is a beneficial owner (as that term is used in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the total outstanding voting power of all classes of the Company’s Voting Stock) may, at its option, require the Company to repurchase all or a portion of its Notes for cash at a repurchase price equal to 101% of the principal amount of the Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the Change in Control Repurchase Date.

If a Change in Control occurs, each Holder will have the right (except as otherwise described above), at its option, subject to the terms and conditions of this Indenture, to require the Company to repurchase all or a portion of its Notes not previously called for redemption in integral multiples of $1 principal amount, at a price equal to 101% of the principal amount of the Notes to be repurchased, plus, except as described below, any accrued and unpaid interest to, but excluding, the Change in Control Repurchase Date, as described below; provided that no Notes of $2,000 or less shall be purchased in part.  However, if the Change in Control Repurchase Date is after a Regular Record Date for the payment of an installment of interest and on or before the related Interest Payment Date, then the full amount of interest due on that Interest Payment Date will be payable, on that Interest Payment Date, to the Holder of record at

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the close of business on the related Regular Record Date, and the repurchase price (the “Change in Control Repurchase Price”) will not include any accrued and unpaid interest.

The Company must repurchase the Notes on a date of its choosing (such a date, the “Change in Control Repurchase Date”). However, the Change in Control Repurchase Date shall be no later than 35 days, and no earlier than 20 days, after the date the Company mails the relevant notice of the Change in Control, as described in clause (b) below.

(b)Notices. Within 20 days after the occurrence of a Change in Control, the Company must mail to all registered Holders at their addresses shown on the register of the registrar, and to beneficial owners as required by applicable law, a notice regarding the Change in Control. The Company must also publicly release, through a reputable national newswire service, a notice of the Change in Control. The notice must state, among other things:

(i)the events causing the Change in Control;

(ii)the date of the Change in Control;

(iii)the Change in Control Repurchase Date;

(iv)the last date on which a Holder may exercise its rights with respect to such Change in Control as set forth in this Section 1107 (the “Change in Control Repurchase Right”);

(v)the Change in Control Repurchase Price;

(vi)the names and addresses of the Paying Agent and the Conversion Agent;

(vii)the procedures that Holders must follow to exercise their Change in Control Repurchase Right;

(viii)the conversion rate and, if applicable, any adjustments to the conversion rate that will result from the Change in Control; and

(ix)that Notes with respect to which a Holder has delivered a fundamental change repurchase notice (a “Change in Control Repurchase Notice”) may be converted, if otherwise convertible, only if the Holder withdraws the Change in Control Repurchase Notice in accordance with the terms of this Indenture.

To exercise the repurchase right, a Holder must deliver a written Change in Control Repurchase Notice to the Paying Agent no later than the close of business on the Business Day immediately preceding the Change in Control Repurchase Date. This written notice must state:

(i)the certificate numbers of the Notes that the Holder will deliver for repurchase, if they are in certificated form;

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(ii)the principal amount of the Notes to be repurchased, which must be an integral multiple of $1 and be an amount such that the unpurchased portion remaining on any Note delivered for repurchase in part is at least $2,000 in principal amount;

(iii)that the Notes are to be repurchased by the Company pursuant to the fundamental change provisions of this Indenture.

A Holder may withdraw any Change in Control Repurchase Notice by delivering to the Paying Agent a written notice of withdrawal prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Date. The notice of withdrawal must state:

(i)the name of the Holder;

(ii)a statement that the Holder is withdrawing its election to require the Company to repurchase its Notes;

(iv)the certificate numbers of the Notes being withdrawn, if they are in certificated form;

(v)the principal amount of Notes being withdrawn, which must be an integral multiple of $1; and

(vi)the principal amount, if any, of the Notes that remain subject to the Change in Control Repurchase Notice, which must be an integral multiple of $1.

If the Notes are not in certificated form, the above notices must comply with appropriate DTC procedures.

(c)Payment; Delivery; etc. To receive payment of the Change in Control Repurchase Price for a Note for which the Holder has delivered and not validly withdrawn a Change in Control Repurchase Notice, the Holder must deliver the New Note, together with necessary endorsements, to the Paying Agent at any time after delivery of the Change in Control Repurchase Notice. The Company will pay the Change in Control Repurchase Price for the Note promptly after the later of the Change in Control Repurchase Date and the time of delivery of the Note, together with necessary endorsements.

If the Paying Agent holds on the Change in Control Repurchase Date money sufficient to pay the Change in Control Repurchase Price due on all Notes or portions thereof that are to repurchased by the Company in accordance with the terms of this Indenture, then, on and after the Change in Control Repurchase Date, the Notes will cease to be outstanding and interest on such Notes will cease to accrue, whether or not the Holders deliver the Notes to the Paying Agent. Thereafter, all other rights of the Holders terminate, other than the right to receive the Change in Control Repurchase Price upon delivery of the Notes.

In connection with any Change in Control offer, the Company will, to the extent applicable:

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(i)comply with the provisions of Rule 13e-4 and Regulation 14E and all other applicable laws;

(ii)file a Schedule TO or any other required schedule under the Exchange Act or other applicable laws; and

(iii)otherwise comply with all applicable federal and state securities laws in connection with any offer by the Company to purchase the Notes.

No Notes may be repurchased by the Company at the option of the Holders upon a Change in Control if the principal amount of the applicable Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date.

SECTION 1108.OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS

In the event that, pursuant to Section 1017 of this Indenture, the Company shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below.

Within 10 Business Days after the date on which the aggregate amount of Excess Proceeds exceeds $20.0 million, the Company shall give to each Holder, with a copy to the Trustee, in the manner provided in Section 106 a notice stating:

(i)that the Holder has the right to require the Company to repurchase such Holder’s Notes at the Offered Price, subject to proration in the event the Excess Proceeds are less than the aggregate Offered Price of all Notes tendered;

(ii)the date of purchase of Notes pursuant to the Asset Sale Offer (the “Asset Sale Purchase Date”), which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed;

(iii)that the Offered Price will be paid to Holders electing to have Notes purchased on the Asset Sale Purchase Date; provided that a Holder must surrender its Note to the Paying Agent at the address specified in the notice prior to the close of business at least five Business Days prior to the Asset Sale Purchase Date;

(iv)any Note not tendered will continue to accrue interest pursuant to its terms;

(v)that unless the Company defaults in the payment of the Offered Price, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Asset Sale Purchase Date;

(vi)that Holders will be entitled to withdraw their tendered Notes and their election to require the Company to purchase such Notes, provided that the Company receives, not later than the close of business on the third Business Day preceding the Asset Sale Purchase Date, a facsimile transmission or letter setting forth the name of the

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Holder, the principal amount of the Notes tendered for purchase, and a statement that such Holder is withdrawing its election to have such Notes purchased;

(vii)that the Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1 in excess thereof; and the instructions a Holder must follow in order to have his Notes purchased in accordance with Section 1017 and this Section 1108.

To the extent that the aggregate amount of Notes and Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture.  If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes, and the Company shall select the Pari Passu Indebtedness to be purchased in the manner described in the immediately succeeding paragraph.  Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

If less than all the Notes are to be repurchased pursuant to Section 1017 and this Section 1108, selection of such Notes for repurchase shall be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed, or, if such Notes are not so listed, on a pro rata basis, by lot or by such other similar method in accordance with the procedures of the Depository (and in such manner as complies with applicable legal requirements); provided that no Notes of $2,000 or less shall be purchased in part. The Trustee shall promptly notify the Company in writing of the Notes selected for repurchase and, in the case of any Notes selected for partial repurchase, the principal amount thereof to be repurchased.

For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to repurchase of Notes shall relate, in the case of any Note repurchased or to be repurchased only in part, to the portion of the principal amount of such Note which has been or is to be repurchased.

The Company will comply with the requirements of Rule 14e-l under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to an Asset Sale Offer.  To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 1017 or this Section 1108, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture.

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ARTICLE TWELVE

GUARANTEES

SECTION 1201.GUARANTEES.

Each Guarantor, as primary obligors and not merely as sureties, hereby jointly and severally, unconditionally and irrevocably guarantees, on a senior basis, the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that:  (1) the principal of (and premium, if any) and interest on, or Special Interest in respect of, the Notes, expenses, indemnification or otherwise will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 1205 hereof.

Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor.

Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee.  Each Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection.  Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Company or any other Guarantor.  Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Stated Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders.

If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in

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relation to either the Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect.  Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve, the Stated Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor.

Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation, reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a ‘voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made.  In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

SECTION 1202.SEVERABILITY.

In case any provision of any Guarantee 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 to the extent permitted by applicable law.

SECTION 1203.RESTRICTED SUBSIDIARIES.

The Company shall cause any Restricted Subsidiary required to guarantee payment of the Notes pursuant to the terms and provisions of Section 1014 to (1) execute and deliver to the Trustee any amendment or supplement to this Indenture in accordance with the provisions of Article Nine of this Indenture pursuant to which such Restricted Subsidiary shall guarantee all of the obligations on the Notes, whether for principal, premium, if any, interest (including interest accruing after the filing of, or which would have accrued but for the filing of, a petition by or against the Company under any Bankruptcy Law, whether or not such interest is allowed as a claim after such filing in any proceeding under such law) and other amounts due in connection therewith (including any fees, expenses and indemnities), on an unsecured senior subordinated basis and (2) deliver to such Trustee an Opinion of Counsel reasonably satisfactory to such Trustee to the effect that such amendment or supplement has been duly executed and delivered by such Restricted Subsidiary and is in compliance with the terms of this Indenture.  Upon the execution of any such amendment or supplement, the obligations of the Guarantors and any such Restricted Subsidiary under their respective Guarantees shall become joint and several

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and each reference to the “Guarantor” in this Indenture shall, subject to Section 1208, be deemed to refer to all Guarantors, including such Restricted Subsidiary.  Such Guarantee shall be released in accordance with Section 803 and Section 1209.

SECTION 1204.RANKING OF GUARANTEES.

The Guarantee issued by any Guarantor shall be general senior unsecured obligations of such Guarantor.

SECTION 1205.LIMITATION OF GUARANTORS’ LIABILITY.

Each Guarantor and by its acceptance hereof each Holder confirms that it is the intention of all such parties that the guarantee by each such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or the provisions of its local law relating to fraudulent transfer or conveyance.  To effectuate the foregoing intention, the Holders and each such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Guarantee shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to this Section 1205, result in the obligations of such Guarantor under its Guarantee constituting such fraudulent transfer or conveyance.

SECTION 1206.CONTRIBUTION.

In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree, inter se, that in the event any payment or distribution is made by any Guarantor (a “Funding Guarantor”) under a Guarantee, such Funding Guarantor shall be entitled to a contribution from all other Guarantors in a pro rata amount based on the Adjusted Net Assets (as defined below) of each Guarantor (including the Funding Guarantor) for all payments, damages and expenses incurred by that Funding Guarantor in discharging the Company’s obligations with respect to the Notes or any other Guarantor’s obligations with respect to the Guarantee of such Guarantor. “Adjusted Net Assets” of such Guarantor at any date shall mean the lesser of (1) the amount by which the fair value of the property of such Guarantor exceeds the total amount of liabilities, including contingent liabilities (after giving effect to all other fixed and contingent liabilities incurred or assumed on such date), but excluding liabilities under the Guarantee of such Guarantor at such date and (2) the amount by which the present fair salable value of the assets of such Guarantor at such date exceeds the amount that will be required to pay the probable liability of such Guarantor on its debts (after giving effect to all other fixed and contingent liabilities incurred or assumed on such date), excluding debt in respect of the Guarantee of such Guarantor, as they become absolute and matured.

SECTION 1207.SUBROGATION.

Each Guarantor shall be subrogated to all rights of Holders against the Company in respect of any amounts paid by any Guarantor pursuant to the provisions of Section 1201; provided, however, that, if an Event of Default has occurred and is continuing, no Guarantor

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shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Company under this Indenture or the Notes shall have been paid in full.

SECTION 1208.REINSTATEMENT.

Each Guarantor hereby agrees (and each Person who becomes a Guarantor shall agree) that the Guarantee provided for in Section 1201 shall continue to be effective or be reinstated, as the case may be, if at any time, payment, or any part thereof, of any obligations or interest thereon is rescinded or must otherwise be restored by a Holder to the Company upon the bankruptcy or insolvency of the Company or any Guarantor.

SECTION 1209.RELEASE OF A GUARANTOR.

Any Guarantee by a Restricted Subsidiary of the Notes shall be automatically and unconditionally released and discharged, without any further action by such Guarantor, the Company or the Trustee, upon:

(1)(A)any sale, exchange or transfer (by merger or otherwise) of all of the Company’s Capital Stock in such Guarantor (including any sale, exchange or transfer following which the applicable Guarantor is no longer a Restricted Subsidiary) or all or substantially all the assets of such Guarantor, which sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture;

(B)the release or discharge of the guarantee by such Restricted Subsidiary which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee;

(C)if the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; or

(D)the Legal Defeasance of the Notes under Section 1302 hereof, or the Covenant Defeasance of the Notes under Section 1303 hereof, or if the Company’s obligations under this Indenture are discharged in accordance with Section 401; and

(2)such Guarantor has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel upon which the Trustee can conclusively rely, each stating that all conditions precedent herein provided for relating to such transaction have been complied with.

SECTION 1210.BENEFITS ACKNOWLEDGED.

Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and from its guarantee and waivers pursuant to its Guarantees under this Article Twelve.

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ARTICLE THIRTEEN

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1301.                     COMPANY’S OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

The Company may, at the option of its Board of Directors evidenced by Board Resolution set forth in an Officers’ Certificate, at any time, with respect to the Notes and Guarantees, elect to have either Section 1302 or Section 1303 be applied to all Outstanding Notes and Guarantees upon compliance with the conditions set forth below in this Article Thirteen.

SECTION 1302.                     LEGAL DEFEASANCE AND DISCHARGE.

Upon the Company’s exercise under Section 1301 of the option applicable to this Section 1302, the Company and any Guarantor shall be deemed to have been discharged from the obligations with respect to all Outstanding Notes, except for the items described in (A) through (F) below, on the date the conditions set forth in Section 1304 are satisfied (hereinafter, “Legal Defeasance”).  For this purpose, such Legal Defeasance means that the Company and each Guarantor shall be deemed to have paid and discharged the entire Indebtedness represented by the Outstanding Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1305 and the other Sections of this Indenture referred to in (A) through (F) below, and to have satisfied all its other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the written request and expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder:  (A) the rights of Holders of Outstanding Notes to receive, solely from the trust fund described in Section 1304 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest on such Notes when such payments are due, (B) the Company’s obligations with respect to such Notes under Sections 1002 and 1003, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder, and the Company’s obligations in connection therewith, (D) this Article Thirteen, (E) the rights of Holders of Outstanding Notes to convert such Notes into New Common Stock of the Company and any related rights and (F) the rights of Holders of Outstanding Notes to vote such Notes pursuant to Section 1402 of this Indenture.

Subject to compliance with this Article Thirteen, the Company may exercise its option under this Section 1302 notwithstanding the prior exercise of its option under Section 1303 with respect to the Notes.

SECTION 1303.                     COVENANT DEFEASANCE.

Upon the Company’s exercise under Section 1301 of the option applicable to this Section 1303, the Company and any Guarantor shall be released from the obligations under any covenant contained in Article Eight and in Sections 1009 through 1014, and Section 1017, with respect to the Outstanding Notes on and after the date the conditions set forth below are satisfied

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(hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not to be “Outstanding” for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “Outstanding” for all other purposes hereunder (it being understood that such Notes will not be outstanding for accounting purposes).  For this purpose, such Covenant Defeasance means that, with respect to the Outstanding Notes, the Company and any Guarantor may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under part (ii) of Section 501, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.

SECTION 1304.                   CONDITIONS TO LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

The following shall be the conditions to application of either Section 1302 or Section 1303 to the Outstanding Notes:

(i)            The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of this Indenture who shall agree to comply with the provisions of this Article Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants selected by the Company, to pay the principal of, premium, if any, and interest due on the Outstanding Notes on the Stated Maturity or on the applicable Redemption Date as the case may be;

(ii)           in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee (which opinion may be subject to customary assumptions and exclusions) confirming that (A) the Company has received from, or there has been published by, the United States Internal Revenue Service a ruling or (B) since the Issuance Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel in the United States (which opinion may be subject to customary assumptions and exclusions) shall confirm that the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(iii)          in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a

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result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(iv)          no Default or Event of Default (other than resulting from borrowing funds to be applied to make such deposit) shall have occurred and be continuing on the date of such deposit;

(v)           such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, the Senior Credit Facilities or any other material agreement or instrument (other than this Indenture) to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;

(vi)          the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or any Guarantor or others; and

(vii)         the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel in the United States (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

SECTION 1305.                   DEPOSITED MONEY AND U.S. GOVERNMENT SECURITIES TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.

All money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1305, the “Trustee”) pursuant to Section 1304 in respect of the Outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law.

The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Government Securities deposited pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding New Notes.

Anything in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Securities held by it as provided in Section 1304 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent legal defeasance or covenant defeasance, as applicable, in accordance with this Article.

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SECTION 1306.                     REPAYMENT TO THE COMPANY.

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal, and interest or premium, if any, on, any Note and remaining unclaimed for two years after such principal, and interest or premium, if any, has become due and payable shall be paid to the Company on its request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the written request and expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company.

SECTION 1307.                     REINSTATEMENT.

If the Trustee or any Paying Agent is unable to apply any money or Government Securities in accordance with Section 1306 by reason of any legal proceeding or by any reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 1302 or 1303, as the case may be, until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 1306; provided, however, that if the Company makes any payment of principal of (or premium, if any) or interest on any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money and Government Securities held by the Trustee or Paying Agent.

ARTICLE FOURTEEN

CONVERSION

SECTION 1401.                     CONVERSION RIGHT AND DIVIDEND PARTICIPATION; CONVERSION RATE AND CONVERSION PRICE.

Subject to and upon compliance with the provisions of this Article Fourteen, at the option of the Holder thereof, the Notes, in part or in whole, shall be convertible at any time before the close of business on the second Business Day immediately preceding the maturity date of the Notes, into New Common Stock based on an initial conversion rate (the “Conversion Rate”), subject to adjustment, of 1333.3333 shares of New Common Stock per $1,000 principal amount of notes (which represents an initial conversion price of approximately $0.75 per share of New Common Stock (the “Conversion Price”)). The Conversion Rate shall be subject to adjustment from time to time as described in Section 1404 below.

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In addition to the interest otherwise specified herein, there shall be payable additional amounts on the Notes equal to the aggregate amount of any cash dividends or distributions that would have been paid on the New Common Stock into which the Notes are then convertible, other than in-kind dividends and distributions (as described below), which shall be distributed to the Holders of the Notes (the “Noteholders”) on an as-converted basis.

If a Holder is entitled to receive such cash dividends or distributions on its Notes pursuant to this Section 1401, such right shall not be affected in the event that such Notes are redeemed or repurchased pursuant to the terms of this Indenture prior to the time of the actual distribution.

In-kind dividends and distributions shall include, but not limited to the following:

(a)           Distribution to all or substantially all holders of the New Common Stock of any rights, options or warrants entitling them to purchase or subscribe for the New Common Stock;

(b)           Distribution to all or substantially all holders of the New Common Stock of shares of capital stock, evidence of indebtedness or other assets or property (other than payment of dividends or distributions in cash) of the Company and/or any of its Subsidiaries; or

(c)           Distribution of any rights under any rights agreement or any future rights plan (i.e., a poison pill) adopted by the Company to the extent such rights are traded separately from the New Common Stock.

SECTION 1402.                     VOTING RIGHTS.

The Holders of Notes shall be entitled to exercise all the voting rights associated with the New Common Stock on an as-converted basis.

SECTION 1403.                     CONVERSION PROCEDURES.

(a)           In order to exercise the conversion right:

(i)            the Holder of any Definitive Note to be converted must (1) complete and manually sign a notice of conversion substantially in the form set forth on the reverse side of the Note (the “Conversion Notice”); (2) deliver the Conversion Notice and the Definitive Note to the Conversion Agent and copies of each to the Company; and (3) if required, furnish appropriate endorsements and transfer documents; or

(ii)           the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent,

and, in either case, the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and if required pursuant to Section 1403(e) hereof, pay funds equal to the interest payable on the next interest payment date.

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No notice of conversion with respect to any Notes may be tendered by a Holder thereof if such Holder has also tendered a Change in Control Repurchase Notice and not validly withdrawn such Change in Control Repurchase Notice in accordance with the applicable provisions of Section 1107.

The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of this Section 1403(a) shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of this Article Fourteen.  On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable.

(b)           Notes shall be deemed to have been converted immediately prior to the close of business on the Conversion Date, and at such time the rights of the Holders of such Notes as Holders will cease, and the Person or Persons entitled to receive the shares of New Common Stock payable and issuable upon conversion will be treated for all purposes as the payee or payees of such payment and the record holder or holders of such New Common Stock at such time.  Following any Conversion Date, the Company shall satisfy its obligations with respect to such conversion by either:

(i)            delivering to the Conversion Agent, for delivery to the Holder (or such other Person as may be named in the relevant Conversion Notice), the cash payment, if any, together with certificates representing the number of shares of New Common Stock, payable and issuable upon the conversion; or

(ii)           delivering to such Holder (or such other Person as may be named in the relevant Conversion Notice) the cash payment, if any, together with such number of shares of New Common Stock payable and issuable upon such conversion in accordance with the Applicable Procedures,

in each case, together with payment in lieu of fractional shares, if any, as provided in Section 1403(d) below (such cash payment and delivery of shares, if any, the “Settlement”); provided that shares of New Common Stock only will be deliverable in certificated form if (1) the Holder or holder that is exercising such conversion has specifically requested in writing that delivery be in certificates or (2) the Company determines that delivery is required in certificated shares either because (A) delivery to the Holder (or such other Person named in the relevant Conversion Notice) is not practicable in accordance with the Applicable Procedures or (B) in the opinion of legal counsel, delivery is required in certificated form in order to comply with the requirements of applicable securities laws.  Settlement shall occur promptly.

(c)           In the case of any Note which is converted in part only, upon such conversion the Company shall execute and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Note.  A Note may be converted in part, but only if the principal amount of such Note to be converted is an integral multiple of U.S. $1 and the principal amount of such security to remain Outstanding after such conversion is equal to U.S. $2,000 or an integral multiple of $1 in excess thereof.

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(d)           No fractional shares of New Common Stock shall be issued upon conversion of any Note or Notes.  If more than one Note shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof) so surrendered.  Instead of any fractional share of New Common Stock that would otherwise be issuable upon conversion of any Note or Notes (or specified portions thereof), the Company shall calculate and pay a cash adjustment for the fractional amount (calculated to the nearest 1/100th of a share) based upon the applicable Conversion Rate.  The amount of the cash adjustment payable in lieu of issuing such fractional share shall be equal to such fractional share otherwise issuable multiplied by the Closing Sale Price on the applicable Trading Day.

(e)           Upon conversion, a Holder shall not receive any payment of an installment of interest for accrued and unpaid interest except as set forth below.  The Settlement shall be deemed to satisfy the Company’s obligation to pay the principal amount of the Notes and accrued and unpaid interest to, but not including, the Conversion Date. As a result, accrued and unpaid interest to, but not including, the Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the preceding sentence, if Notes are converted after a Regular Record Date for the payment of an installment of interest, Holders of such Notes on the Regular Record Date shall receive payment of an installment of interest on the related Interest Payment Date notwithstanding the conversion.  Notes surrendered for conversion during the period after a Regular Record Date and on or before the related Interest Payment Date must be accompanied by payment of an amount equal to the installment of interest payable on the Notes so converted; provided, however, that no such payment need be made (i) if the Company has specified a Change in Control Repurchase Date that is after a Regular Record Date and on or before the related Interest Payment Date; (ii) to the extent of any defaulted interest existing at the time of conversion with respect to such Notes; or (iii) with respect to any Conversion Date that occurs during the period after the Regular Record Date immediately preceding Maturity to Maturity. Except as described above, no payment or adjustment shall be made for accrued interest on converted Notes.

(f)            All shares of New Common Stock delivered upon conversion of Notes during a period in which a Resale Shelf Registration Statement covering such New Common Stock is not effective shall bear restrictive legends substantially in the form of the restricted notes legends required to be set forth on the Notes and shall be subject to the restrictions on transfer provided in such legends.  Neither the Trustee nor any Conversion Agent shall have any responsibility for the inclusion or content of any such restrictive legends on such New Common Stock.

(g)           Upon the conversion of an interest in a Global Note, the Trustee, or the Notes Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of Notes effected through any Conversion Agent other than the Trustee.

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SECTION 1404.                     ADJUSTMENTS TO THE CONVERSION RATE; ANTI-DILUTION PROTECTION.

(a)           Adjustment. The conversion rate in effect at any time, which shall be the Conversion Rate as adjusted in accordance with the terms herein, will be subject to adjustment, without duplication, upon the occurrence of any of the following events:

(1)           Share Splits and Combinations. If the Company effects a share split (but only to the extent the Holders of the Notes do not participate therein in accordance with Section 1401 hereof) or share combination with respect to the New Common Stock, the conversion rate will be adjusted based on the following formula:

where,

CR0 = the conversion rate in effect immediately prior to the open of business on the effective date of such share split or share combination, as the case may be;

CR' = the conversion rate in effect immediately after the open of business on the effective date of such share split or share combination, as the case may be;

S0 = the number of shares of the New Common Stock outstanding immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; and

S' = the number of shares of the New Common Stock outstanding immediately after such share split or share combination, as the case may be.

(2)           Issuance of New Common Stock.  If the Company issues shares of New Common Stock or any rights, options or warrants (other than the Old Equity Warrants) entitling the holders thereof to purchase or subscribe for shares of New Common Stock or instruments convertible into shares of New Common Stock (but only to the extent the Holders of the Notes do not participate therein in accordance with Section 1401 hereof), in each case at a price per share less than the greater of (i) the average of the Closing Sale Prices of the New Common Stock over the 10 consecutive trading-day period ending on the Trading Day immediately preceding the date on which the Company publicly discloses such issuance or the plan or intention of such issuance and (ii) the Conversion Price, the conversion rate will be adjusted based on the following formula:

CR0 = the conversion rate in effect immediately prior to the open of business on the Ex-Date for such issuance;

102

CR' = the conversion rate in effect immediately after the open of business on the Ex-Date for such issuance;

S0 = the number of shares of New Common Stock outstanding immediately prior to the open of business on the Ex-Date for such issuance;

X = the total number of shares of New Common Stock issued in such transaction or issuable pursuant to such rights, options, warrants or conversion, as applicable; and

Y = the number of shares of New Common Stock equal to the aggregate price payable to purchase shares issued in such transaction or exercise such rights, options, warrants or conversion  divided by the greater of (i) the average of the Closing Sale Prices of the New Common Stock over the 10 consecutive trading-day period ending on the Trading Day immediately preceding the date on which the Company publicly discloses such issuance or the plan or intention of such issuance and (ii) the Conversion Price.

For purposes of this clause (2), in determining whether the New Common Stock or any instrument convertible into shares of New Common Stock is issued at less than the greater of (i) the average of the Closing Sale Prices of the New Common Stock over the 10 consecutive trading-day period ending on the Trading Day immediately preceding the date on which the Company publicly discloses such issuance or the plan or intention of such issuance and (ii) the Conversion Price, and in determining the aggregate purchase or conversion price payable for such shares of New Common Stock, there shall be taken into account any consideration received by the Company for such New Common Stock, such rights, options or warrants or such convertible instrument and, with respect to any rights, options, warrants or convertible instrument, any amount payable upon exercise or conversion thereof, with the Fair Market Value of such consideration, if other than cash.  If any right, option or warrant is not exercised or converted prior to the expiration of the exercisability or convertibility thereof, the conversion rate shall be readjusted to the conversion rate that would have been in effect if the right, option or warrant had not been issued.

(3)           Tender or Exchange Offers. If the Company or any of its Subsidiaries makes a payment in respect of a tender offer or exchange offer for the New Common Stock, if the cash and value of any other consideration included in the payment per share of New Common Stock exceeds the average of the Closing Sale Prices of the New Common Stock over the 10 consecutive trading-day period commencing on, and including, the trading day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer, the conversion rate will be increased based on the following formula:

103

where,

CR0 = the conversion rate in effect immediately prior to the close of business on the last Trading Day of the 10 consecutive trading-day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer expires;

CR' = the conversion rate in effect immediately after the close of business on the last Trading Day of the 10 consecutive trading-day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer expires;

AC = the aggregate value of all cash and any other consideration (as determined by the Company’s Board of Directors) paid or payable for shares purchased in such tender or exchange offer;

S0 = the number of shares of New Common Stock outstanding immediately prior to the date such tender or exchange offer expires;

S' = the number of shares of New Common Stock outstanding immediately after the date such tender or exchange offer expires (after giving effect to such tender offer or exchange offer); and

SP' = the average of the Closing Sale Prices of shares of New Common Stock over the 10 consecutive trading-day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer expires.

The adjustment to the conversion rate under this clause (3) will occur at the close of business on the tenth Trading Day immediately following, but excluding, the date such tender or exchange offer expires; provided that, for purposes of determining the conversion rate, in respect of any conversion during the 10 Trading Days immediately following, but excluding, the date that any tender or exchange offer expires, references within this clause to 10 consecutive Trading Days shall be deemed replaced with such lesser number of consecutive Trading Days as have elapsed between the date such tender or exchange offer expires and the relevant conversion date.

(4)           Payment of PIK Interest. Upon any issuance of PIK Notes or increase in the principal amount of the applicable Global Note in accordance with the terms of this Indenture, the conversion rate will be adjusted based on the following formula:

where,

104

CR0 = the conversion rate in effect immediately prior to the open of business on the date of the issuance of such PIK Notes or increase in the principal amount of the applicable Global Note in accordance with the terms of this Indenture;

CR' = the conversion rate in effect immediately after the open of business on the date of the issuance of such PIK Notes or increase in the principal amount of the applicable Global Note in accordance with the terms of this Indenture;

S0 = the number of shares of the New Common Stock outstanding immediately prior to the open of business on the date of the issuance of such PIK Notes or increase in the principal amount of the applicable Global Note in accordance with the terms of this Indenture; and

X0 = the number of shares of the New Common Stock into which such PIK Notes or such additional principal amount are convertible, without giving effect to the adjustment to the conversion rate of such PIK Notes or such additional principal amount pursuant to this clause (4).

(5)           Issuance of New Common Stock upon exercise of Old Equity Warrants. If the Company issues shares of New Common Stock upon exercise of the Old Equity Warrants, the conversion rate will be adjusted based on the following formula:

CR0 = the conversion rate in effect immediately prior to the open of business on the Ex-Date for such issuance;

CR' = the conversion rate in effect immediately after the open of business on the Ex-Date for such issuance;

S0 = the number of shares of New Common Stock outstanding immediately prior to the open of business on the Ex-Date for such issuance; and

X = the total number of shares of New Common Stock issued upon exercise of the Old Equity Warrants.

If the Company issues rights, options or warrants that are only exercisable upon the occurrence of certain triggering events, then it will not adjust the conversion rate pursuant to items (1) through (4) above until the earliest of these triggering events occurs.

The Company will not adjust the conversion rate pursuant to clauses (1), (2), (3) or (4) above unless the adjustment would result in a change of at least 1% in the then effective conversion rate. However, the Company will carry forward any adjustment that it would

105

otherwise have to make and take that adjustment into account in any subsequent adjustment. However, with respect to any Notes that are subject to conversion, the Company will give effect to all adjustments that it has otherwise deferred pursuant to this Section 1404(a), and those adjustments will no longer be carried forward and taken into account in any subsequent adjustment on the earlier of (i) the date of the conversion of such Note, and (ii) the one-year anniversary of the first date upon which an adjustment would otherwise have been made, except to the extent such adjustment has already been made.  Adjustments to the conversion rate will be calculated to the nearest 1/10,000th.

To the extent permitted by law and the listing requirements of any stock exchange or market on which shares of the New Common Stock are listed, the Company may, from time to time, increase the conversion rate by any amount for a period of at least 20 Business Days or any longer period permitted or required by law, so long as the increase is irrevocable during that period and its Board of Directors determines that the increase is in the Company’s best interests. The Company will mail a notice of the increase to registered Holders at least 15 days before the day the increase commences. In addition, the Company may, but is not obligated to, also increase the conversion rate as it determines to be advisable in order to avoid or diminish taxes to recipients of certain distributions.

(b)Notice of Conversion Rate Adjustment. Whenever the Conversion Rate is adjusted, the Company shall promptly mail to Holders of the Notes a notice of the adjustment and file with the Trustee and Conversion Agent an Officers’ Certificate briefly stating the facts requiring the adjustment and the manner of computing it.  Unless and until the Trustee and Conversion Agent receive an Officers’ Certificate setting forth an adjustment of the Conversion Rate, each of the Trustee and Conversion Agent may assume without inquiry that the Conversion Rate has not been adjusted and that the last Conversion Rate of which it has knowledge remains in effect.

(c)Notice of Certain Transactions. In the event that, the Company takes any action which would require an adjustment to the Conversion Rate, the Company shall mail to the Holders of the Notes and file with the Trustee and Conversion Agent a notice stating the proposed record or effective date, as the case may be.  If not otherwise specified herein, the Company shall mail the notice at least ten Business Days before such date. Failure to mail such notice or any defect therein shall not affect the validity of any transaction referred to in this clause.

(d)No Adjustment. No adjustment in the conversion rate shall be required:

(i)upon the issuance of any of the shares of New Common Stock, restricted stock or restricted stock units, non-qualified stock options, incentive stock options or any other options or rights (including stock appreciation rights) to purchase shares of the New Common Stock pursuant to a management incentive plan approved by the Company’s post-emergence Board of Directors;

(ii)upon the issuance of any shares of New Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest

106

payable on the Company’s securities and the investment of additional optional amounts in shares of New Common Stock under any plan;

(iii)upon the issuance of any shares of New Common Stock or shares of New Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (2) above;

(iv)for any transactions described in this Section 1404 in which the Holders of the Notes participate (as a result of holding the Notes, and at the same time as holders of New Common Stock participate) in such transactions as if such Holders held a number shares of New Common Stock equal to the Conversion Rate at the time such adjustment would be required, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder, without having to convert their Notes.

(v)for a change in the par value of the New Common Stock; or

(vi)for accrued and unpaid interest on the Notes (including any Additional Interest other than PIK interest).

(e)Change in the Conversion Right upon Certain Reclassifications, Business Combinations and Asset Sales. If the Company (i) reclassifies the New Common Stock (other than a change only in par value or a change as a result of a split, subdivision or combination of the New Common Stock); (ii) is party to a consolidation, merger or binding share exchange; or (iii) sells, transfers, leases, conveys or otherwise disposes of all or substantially all of its property or assets; in each case pursuant to which the New Common Stock would be converted into or exchanged for, or would constitute solely the right to receive cash, securities or other property, then, if a Holder converts its Notes on or after the effective date of any such transaction, the Notes will be convertible into, in lieu of the New Common Stock, the same type (in the same proportions) of consideration received in the relevant event by holders of the number of shares of New Common Stock into which the Notes were convertible as of immediately prior to such relevant event.

(f)Increase of the Conversion Rate upon the Occurrence of a Make-Whole Fundamental Change. If, after the New Common Stock is listed on a National Securities Exchange and prior to maturity date:

(i)there occurs a sale, transfer, lease, conveyance or other disposition of all or substantially all of the Company’s property or assets to any “person” or “group” (as those terms are used in Sections 13(d) and 14(d) of the Exchange Act), including any group acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act; or

(ii)there occurs any transaction or series of related transactions (other than a consolidation or merger that constitutes a Listed Stock Business Combination), in connection with which (whether by means of an exchange offer, liquidation, tender offer, consolidation, merger, combination, reclassification, recapitalization, asset sale, lease of assets or otherwise) the New Common Stock are exchanged for, converted into, acquired for or constitute solely the right to receive other securities, other property, assets or cash

107

(any transaction  described in this clause and clause (i) above, a “Make-Whole Fundamental Change”);

then the Company will increase the conversion rate as set forth in Annex A hereto for any Notes surrendered for conversion at any time from, and including, the actual effective date of the Make-Whole Fundamental Change, which is referred to herein as the “Make-Whole Fundamental Change Effective Date,” to, and including, the 30th Business Day after the actual Make-Whole Fundamental Change Effective Date (or, if the Make-Whole Fundamental Change also constitutes a Change in Control, to, and including, the Change in Control Repurchase Date for that Change in Control (this period, the “Make-Whole Conversion Period”)).

Notwithstanding the foregoing, the sale, transfer, lease, conveyance or other disposition of all or substantially all of the Company’s property or assets to any of its wholly-owned subsidiaries shall not constitute a Make-Whole Fundamental Change so long as such transaction is not part of a plan or a series of transactions designed to or having the effect of merging or consolidating with, selling, transferring, leasing, conveying or disposing of all or substantially all its properties and assets to any other person or persons.

The Company will mail to registered Holders, at their addresses appearing in the Note Register, and the Trustee and Conversion Agent, notice of, and the Company will publicly announce, through a reputable national newswire service, the anticipated Make-Whole Fundamental Change Effective Date of any proposed Make-Whole Fundamental Change. The Company must make this mailing and announcement at least 30 Business Days before the anticipated Make-Whole Fundamental Change Effective Date. In addition, no later than the fifth Business Day after the completion of the Make-Whole Fundamental Change, the Company will deliver an additional notice and announcement announcing such completion.

SECTION 1405.        RESPONSIBILITY OF TRUSTEE FOR CONVERSION PROVISIONS.

The Company is responsible for all calculations under this Indenture and the Notes, including the determination of Conversion Price, the current market price of the New Common  Stock and adjustments to the Conversion Rate.  The Company shall make all such calculations in good faith and, in the absence of manifest error, such calculations shall be final and binding on all Holders.  The Company shall provide a copy of such calculations to the Trustee and the Conversion Agent, as required hereunder, and, the Trustee and the Conversion Agent shall be entitled to conclusively rely on the accuracy of any such calculation without independent verification.  The Trustee shall have no duty to determine when an adjustment under this Article 14 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers’ Certificate.  The Trustee shall not be under any responsibility to perform any calculations under this Article 14. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of the Notes, and the Trustee shall not be responsible for the Company’s failure to comply with any provision of this Article 14.  The Conversion Agent shall have the same protection under this Section 1405 as the Trustee. Upon request of any Holder, the Trustee and the Conversion Agent shall provide a copy of such calculations to such Holder.

108

[Signature page follows]

109

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written.

ACCURIDE CORPORATION
By:	/s/ James H. Woodward, Jr.
	Name: James H. Woodward, Jr.
	Title: Senior Vice President / Chief
	Financial Officer

ACCURIDE CUYAHOGA FALLS, INC.
By:	/s/ James H. Woodward, Jr.
	Name: James H. Woodward, Jr.
	Title: Vice President

ACCURIDE DISTRIBUTING, LLC
By:	/s/ James H. Woodward, Jr.
	Name: James H. Woodward, Jr.
	Title: Manager

ACCURIDE EMI, LLC
By:	/s/ William M. Lasky
	Name: William M. Lasky
	Title: Manager

By:	/s/ James H. Woodward, Jr.
	Name: James H. Woodward, Jr.
	Title: Manager

ACCURIDE ERIE L.P.
By:	AKW General Partner L.L.C.,
	as General Partner

By:	Accuride Corporation,
	as Member

By:	/s/ James H. Woodward, Jr.
	Name: James H. Woodward, Jr.
	Title: Senior Vice President / Chief
	Financial Officer

ACCURIDE HENDERSON LIMITED LIABILITY COMPANY
By:	Accuride Corporation,
	as Member

By:	/s/ James H. Woodward, Jr.
	Name: James H. Woodward, Jr.
	Title: Senior Vice President / Chief
	Financial Officer

AKW GENERAL PARTNER L.L.C.
By:	Accuride Corporation,
	as Member

By:	/s/ James H. Woodward, Jr.
	Name: James H. Woodward, Jr.
	Title: Senior Vice President / Chief
	Financial Officer

AOT INC.
By:	/s/ James H. Woodward, Jr.
	Name: James H. Woodward, Jr.
	Title: Vice President

BOSTROM HOLDINGS, INC.
By:	/s/ James H. Woodward, Jr.
	Name: James H. Woodward, Jr.
	Title: Vice President

BOSTROM SEATING, INC.
By:	/s/ James H. Woodward, Jr.
	Name: James H. Woodward, Jr.
	Title: Vice President

BOSTROM SPECIALTY SEATING, INC.
By:	/s/ James H. Woodward, Jr.
	Name: James H. Woodward, Jr.
	Title: Vice President

BRILLION IRON WORKS, INC.
By:	/s/ James H. Woodward, Jr.
	Name: James H. Woodward, Jr.
	Title: Vice President

ERIE LAND HOLDING, INC.
By:	/s/ James H. Woodward, Jr.
	Name: James H. Woodward, Jr.
	Title: Vice President

FABCO AUTOMOTIVE CORPORATION
By:	/s/ James H. Woodward, Jr.
	Name: James H. Woodward, Jr.
	Title: Vice President

GUNITE CORPORATION
By:	/s/ James H. Woodward, Jr.
	Name: James H. Woodward, Jr.
	Title: Vice President

IMPERIAL GROUP HOLDING CORP. - 1
By:	/s/ James H. Woodward, Jr.
	Name: James H. Woodward, Jr.
	Title: Vice President

IMPERIAL GROUP HOLDING CORP. - 2
By:	/s/ James H. Woodward, Jr.
	Name: James H. Woodward, Jr.
	Title: Vice President

IMPERIAL GROUP, L.P.
By:	Imperial Group Holding Corp. - 1,
	Its General Partner

By:	/s/ James H. Woodward, Jr.
	Name: James H. Woodward, Jr.
	Title: Vice President

JAII MANAGEMENT COMPANY
By:	/s/ James H. Woodward, Jr.
	Name: James H. Woodward, Jr.
	Title: Vice President

TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC.
By:	/s/ James H. Woodward, Jr.
	Name: James H. Woodward, Jr.
	Title: Vice President

TRUCK COMPONENTS INC.
By:	/s/ James H. Woodward, Jr.
	Name: James H. Woodward, Jr.
	Title: Vice President

WILMINGTON TRUST FSB, as Trustee
By:	/s/ Jane Schweiger
	Name: Jane Schweiger
	Title: Vice President

SCHEDULE I — List of Guarantors

Accuride Cuyahoga Falls, Inc.

Accuride Distributing, LLC

Accuride EMI, LLC

Accuride Erie L.P.

Accuride Henderson Limited Liability Company

AOT Inc.

AKW General Partner L.L.C.

Bostrom Holdings, Inc.

Bostrom Seating, Inc.

Bostrom Specialty Seating, Inc.

Brillion Iron Works, Inc.

Erie Land Holding, Inc.

Fabco Automotive Corporation

Gunite Corporation

Imperial Group Holding Corp.—1

Imperial Group Holding Corp.—2

Imperial Group, L.P.

JAII Management Company

Transportation Technologies Industries, Inc.

Truck Components Inc.

Annex A

Increase of Conversion Rate upon a Make-Whole Fundamental Change

In connection with a Make-Whole Fundamental Change, the Company will increase the conversion rate by reference to the table below, based on the date when the Make-Whole Fundamental Change becomes effective, which is referred to herein as the “Make-Whole Fundamental Change Effective Date,” and the “Applicable Price.” If the Make-Whole Fundamental Change is a transaction or series of related transactions described in clause (ii) of Section 1404(f)(ii) and the consideration (excluding cash payments for fractional shares or pursuant to statutory appraisal rights) for the New Common Stock in the Make-Whole Fundamental Change consists solely of cash, then the Applicable Price will be the cash amount paid per share of New Common Stock in the Make-Whole Fundamental Change.  In all other cases, the Applicable Price will be the average of the Closing Sale Prices per share of New Common Stock for the five (5) consecutive Trading Days immediately preceding, but excluding, the relevant Make-Whole Fundamental Change Effective Date. The Company will make appropriate adjustments, in its good faith determination, to account for any adjustment to the conversion rate that becomes effective, or any event requiring an adjustment to the conversion rate where the Ex-Date of the event occurs, at any time during those five (5) consecutive Trading Days.

The table below sets forth the number of additional shares per $1,000 principal amount of Notes that will be added to the conversion rate applicable to the Notes that are converted during the Make-Whole Conversion Period. The increased conversion rate will be used to determine the number of shares of New Common Stock due upon conversion. If an event occurs that requires an adjustment to the conversion rate, the Company will, on the date it must adjust the conversion rate, adjust each Applicable Price set forth in the first column of the table in Annex A by multiplying the Applicable Price in effect immediately before the adjustment by a fraction:

(a)whose numerator is the conversion rate in effect immediately before the adjustment; and

(b)whose denominator is the adjusted conversion rate.

In addition, the Company will adjust the number of additional shares in the table below in the same manner which, and for the same events for which it must adjust the conversion rate as described under Section 1404 of this Indenture.

The exact Applicable Price and Make-Whole Fundamental Change Effective Date may not be as set forth in the table below, in which case:

(a)if the actual Applicable Price is between two Applicable Prices listed in the table, or the actual Make-Whole Fundamental Change Effective Date is between two Make-Whole Fundamental Change Effective Dates listed in the table, the Company will determine the number of additional shares by linear interpolation between the numbers of

additional shares set forth for the two Applicable Prices, or for the two Make-Whole Fundamental Change Effective Dates based on a 365-day year, as applicable;

(b)if the actual Applicable Price is greater than $7.50 per share (subject to adjustment in the same manner as the “Applicable Prices” in the table in Annex A), the Company will not increase the conversion rate; and

(c)if the actual Applicable Price is less than $1.00 per share (subject to adjustment in the same manner as the “Applicable Prices” in the table in Annex A), the Company will not increase the conversion rate.

However, the Company will not increase the conversion rate as described above to the extent the increase will cause the Conversion Rate to exceed the greater of (i) the initial Conversion Rate (1333.3333) and (ii) $1,000 divided by (a) the average of the Closing Sale Prices of the New Common Stock over the 30 consecutive trading-day period beginning March 1, 2010, plus (b) 399.1307.  The Company will adjust this maximum conversion rate in the same manner in which, and for the same events for which, the Company must adjust the conversion rate as described under Section 1404 hereof.

Number of additional shares

(per $1,000 principal amount of notes)

Make-Whole Fundamental Change Effective date

Applicable Price		February 26, 2010	February 26, 2011	February 26, 2012	February 26, 2013	February 26, 2014	February 26, 2015	February 26, 2016	February 26, 2017	February  26, 2018	February 26, 2019	February 26, 2020
$	1.00	399.1307	376.2137	349.7657	319.8637	285.1207	245.1707	200.3427	149.9377	93.9057	32.2757	0.0000
$	1.50	245.3773	232.2360	216.7467	198.9680	177.9653	153.5133	125.8133	94.4127	59.2673	20.4020	0.0000
$	2.00	168.5007	160.2467	150.2372	138.5207	124.3882	107.6852	88.5487	66.6502	41.9487	14.4652	0.0000
$	2.50	122.3751	117.0535	110.3315	102.2519	92.2415	80.1879	66.1899	49.9927	31.5575	10.9031	0.0000
$	3.00	91.6243	88.2577	83.7277	78.0730	70.8107	61.8567	51.2840	38.8877	24.6297	8.5283	0.0000
$	3.50	69.6595	67.6895	64.7247	60.8024	55.5027	48.7630	40.6370	30.9555	19.6815	6.8321	0.0000
$	4.00	53.1859	52.2634	50.4727	47.8492	44.0219	38.9424	32.6517	25.0064	15.9704	5.5599	0.0000
$	4.50	40.4069	40.2651	39.3878	37.7747	35.0922	31.3044	26.4409	20.3793	13.0838	4.5704	0.0000
$	5.00	30.6371	30.6925	30.5199	29.7149	27.9485	25.1939	21.4723	16.6777	10.7747	3.7789	0.0000
$	5.50	23.1779	23.2348	23.2745	23.1207	22.1038	20.1945	17.4068	13.6490	8.8854	3.1312	0.0000
$	6.00	17.4092	17.4655	17.5075	17.6267	17.2330	16.0282	14.0192	11.1252	7.3108	2.5915	0.0000
$	6.50	12.9161	12.9574	12.9997	13.1207	13.1117	12.5030	11.1527	8.9896	5.9787	2.1348	0.0000
$	7.00	9.3894	9.4390	9.4718	9.5875	9.6164	9.4814	8.6957	7.1591	4.8368	1.7434	0.0000
$	7.50	6.6325	6.6904	6.7177	6.8281	6.8573	6.8632	6.5663	5.5727	3.8471	1.4041	0.0000

RULE 144A/REGULATION S/AI APPENDIX

PROVISIONS RELATING TO INITIAL NOTES

1.Definitions

1.1Definitions.

For the purposes of this Appendix the following terms shall have the meanings indicated below:

“Additional Notes” means any Notes issued by the Company pursuant to Section 312 of the Indenture.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depository to the extent applicable to such transaction and as in effect from time to time.

“Definitive Note” means a certificated New Note issued pursuant to the terms of this Indenture that is not a Global Note.

“Definitive Transfer Restricted Note” means a Definitive Note that bears or is required to bear the Restrictive Note Legend relating to restrictions on transfer relating to the Securities Act set forth in Section 2.3(d) hereto.

“Definitive Unrestricted Note” means a Definitive Note that does not bear or is not required to bear the Restrictive Note Legend relating to restrictions on transfer relating to the Securities Act set forth in Section 2.3(d) hereto.

“Depository” means The Depository Trust Company, its nominees and successors.

“Distribution Compliance Period”, with respect to any Notes, means the period of 40 consecutive days beginning on and including the later of (i) the day on which such Notes are first offered to Persons other than distributors (as defined in Regulation S under the Securities Act) in reliance on Regulation S and (ii) the issue date with respect to such Notes.

“Global Notes Legend” means the legend set forth in Section 2.3(d)(i)(B) hereof, which is required to be placed on all Global Notes issued under this Indenture.

“IAI” means an institutional “accredited investor”, as defined in Rule 501(a)(1), (2), (3), (7) and (8) of Regulation D under the Securities Act.

“Individual AI” means an “accredited investor”, as defined in Rule 501(a)(4), (5), and (6) of Regulation D under the Securities Act.

“Initial Notes” means $140,000,000 aggregate principal amount of 7.5% Senior Convertible Notes due 2020 issued on the Issuance Date, issued in a transaction exempt from the registration requirements of the Securities Act.

“New Notes” means the Initial Notes together with the PIK Notes, as the principal amount thereof may be adjusted from time to time in accordance with the terms of the Identure, including, but not limited to, being increased in connection with payment of PIK interest thereon in accordance with the terms of the Indenture.

“Notes” means the New Notes together with any Additional Notes.

“Notes Custodian” means the custodian with respect to a Global Note, or any successor Person thereto and shall initially be the Trustee.

“Plan of Reorganization” means the plan of reorganization under chapter 11 of the United States Bankruptcy Code, 11 U.S.C.§§101 et seq. for the Company and certain of its subsidiaries who are debtors and debtors-in-possession in the chapter 11 case captioned In re Accuride Corporation, et al., Case No. 09-13449 (BLS) pending and jointly administered in the Bankruptcy Court for the District of Delaware.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Registration Rights Agreement” means (1) with respect to the New Notes, the Registration Rights Agreement dated February 26, 2010, among the Company, and each of the Holders named therein and (2) with respect to each issuance of Additional Notes issued in a transaction exempt from the registration requirements of the Securities Act, the registration rights agreement, if any, among the Company and the Persons purchasing such Additional Notes.

“Regulation S Legend” means the legend set forth in Section 2.3(d)(i)(C) hereof, which is required to be placed on all Regulation S Global Notes issued under this Indenture.

“Resale Shelf Registration Statement” means the registration statement issued by the Company in connection with the offer and sale of New Notes pursuant to a Registration Rights Agreement.

“Transfer Restricted Notes” means Notes that bear or are required to bear the Restrictive Note Legend relating to restrictions on transfer relating to the Securities Act set forth in Section 2.3(d) hereto.

1.2Other Definitions.

Term	Defined in Section:
“Agent Members”	2.1(b)
“Global Notes”	2.1(a)
“IAI Global Note”	2.1(a)
“AI Global Note”	2.1(a)
“Regulation S”	2.1(a)
“Regulation S Global Note”	2.1(a)

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Term	Defined in Section:
“Restrictive Notes Legend”	2.3(d)(i)(A)
“Rule 144A”	2.1(a)
“Rule 144A Global Note”	2.1(a)
“Rule 144 Note”	2.3(d)(ii)
“Unrestricted Global Note”	2.1(a)
“Unrestricted Note”	2.3(d)(iii)

2.The Notes.

2.1(a) Form and Dating.  The Initial Notes will be offered and sold by the Company to certain holders of its 8.5% Senior Subordinated Notes due 2015 (or their assignees) who are Individual AIs or IAIs pursuant to the Plan of Reorganization. The Initial Notes so offered and sold shall be issued in the form of one or more permanent global Notes in definitive, fully registered form (collectively, the “AI Global Note”) without interest coupons and with the Global Notes Legend and the Restrictive Note Legend, which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as provided in this Indenture.

Unless and until a registration statement with respect to the New Notes has been filed and declared effective by the Commission, the New Notes may be resold only (i) to the Company, (ii) to Individual AIs or IAIs, (iii) QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”), (iv) to Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S under the Securities Act (“Regulation S”) and (v)  pursuant to Rule 144 under the Securities Act (“Rule 144”) or another available exemption from the registration requirements under the Securities Act. The New Notes resold to QIBs in reliance on Rule 144A shall be issued in the form of one or more permanent global Notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”), the New Notes resold to non-U.S. Persons in reliance on Regulation S shall be issued in the form of one or more permanent global Notes in definitive, fully registered form (collectively, the “Regulation S Global Note”), and the New Notes resold to IAIs other than in reliance on Rule 144A or Regulation S, shall be issued in the form of one or more permanent global Notes in definitive, fully registered form (collectively, the “IAI Global Note”) (provided, that, at the option of the Company, any resale to an IAI may alternatively be registered as an interest in an AI Global Note), in each case without interest coupons and with the Global Notes Legend and the Restrictive Note Legend and Regulation S Legend, if applicable, which shall be deposited on behalf of the purchasers of the New Notes represented thereby with the Notes Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as provided in this Indenture.

Beneficial interests in the AI Global Note, IAI Global Note or the Regulation S Global Note may be exchanged for interests in the Rule 144A Global Note if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A, (2) the transferor of the beneficial interest in the AI Global Note, IAI Global Note or the Regulation S Global Note, as applicable, first delivers to the Trustee a duly completed assignment form (in the form attached to the form of Note in Exhibit 1 to this Appendix) and (3) the transferor of the beneficial

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interest in the AI Global Note, IAI Global Note or the Regulation S Global Note, as applicable, first delivers to the Trustee a signed certificate (in the form of Exhibit 3 to this Appendix) to the effect that the beneficial interest in the AI Global Note, IAI Global Note or the Regulation S Global Note, as applicable, is being transferred to a Person (a) who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions.

Beneficial interests in the Rule 144A Global Note or Regulation S Global Note may be exchanged for an interest in the AI Global Note or the IAI Global Note if (1) such exchange occurs in connection with a transfer of the notes in compliance with an exemption under the Securities Act and state securities laws, (2) the transferor of the Rule 144A Global Note or the Regulation S Global Note, as applicable, first delivers to the trustee a duly completed assignment form (in the form attached to the form of Note in Exhibit 1 to this Appendix), (3) an Opinion of Counsel acceptable to the Company that such transfer is in compliance with the Securities Act and (4) the transferor of the Rule 144A Global Note or the Regulation S Global Note, as applicable, first delivers to the Trustee (a) a signed certificate (in the form of Exhibit 2 to this Appendix) and (b) a letter of representation signed by the transferee (in the form of Exhibit 3 to this Appendix), to the effect that (A) the Rule 144A Global Note or the Regulation S Global Note, as applicable, is being transferred to an “accredited investor” within the meaning of Rule 501(a)(4), (5), and (6) of Regulation D under the Securities Act or to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3), (7) and (8) of Regulation D under the Securities Act, as applicable, that is an investor acquiring the notes for its own account or for the account of such an accredited investor, in each case for investment purposes and not with a view to or for offer or sale in connection with any distribution in violation of the Securities Act and (B) such transfer is being made in accordance with all applicable securities laws of the States of the United States and other jurisdictions and pursuant to an exemption under the Securities Act and state securities laws

Beneficial interests in the Rule 144A Global Note, the AI Global Note or the IAI Global Note may be transferred to a Person who takes delivery in the form of an interest in the Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee  (1) a duly completed assignment form (in the form attached to the form of Note in Exhibit 1) and (2) a signed certificate (in the form of Exhibit 2 to this Appendix) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S, Rule 144 (if applicable) or another available (and applicable) exemptions from registration requirements under the Securities Act.  The Rule 144A Global Note, the AI Global Note, the IAI Global Note,  the Regulation S Global Note and the Unrestricted Note (as defined below) in the form of one or more permanent global Notes in definitive, fully registered form (the “Unrestricted Global Note”) are collectively referred to herein as “Global Notes.”  The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

(b)Book-Entry Provisions.  This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository.

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The Company shall execute and the Trustee shall, upon receipt of a Company Order and in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository.

Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global Note, and the Company, the Trustee and any agent of the Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever.  Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note.

(c)Definitive Notes.  Except as provided in Section 2.3 or 2.4, owners of beneficial interests in Global Notes shall not be entitled to receive physical delivery of Definitive Notes.

2.2Authentication.  The Trustee shall, upon receipt of a Company Order, authenticate and deliver:  (1) on the Issuance Date, an aggregate principal amount of $140,000,000 7.5% Senior Convertible Notes due 2020, (2) the PIK Notes issued pursuant to the Indenture (or increase the principal amount of the applicable Global Note in respect of PIK interest paid in accordance with the terms of the Indenture), and (3) any Additional Notes for an original issue in an aggregate principal amount specified in the Company Order of the Company pursuant to Section 303 of the Indenture, in each case upon receipt of a Company Order of the Company signed by two Officers or by an Officer and either a Treasurer, an Assistant Treasurer, a Secretary or an Assistant Secretary of the Company.  Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of any issuance of Additional Notes pursuant to Section 312 of the Indenture, shall certify that such issuance is in compliance with Section 1010 of the Indenture.

2.3Transfer and Exchange.

(a)Transfer and Exchange of Definitive Notes.  When Definitive Notes are presented to the Note Registrar with a request:

(x)to register the transfer of such Definitive Notes; or

(y)to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations,

the Note Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that:

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(i) the Definitive Notes surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in the form of assignment attached to the form of Note, or in other form reasonably satisfactory to the Company and the Note Registrar, duly executed by the Holder thereof or its attorney duly authorized in writing; and

(ii) if such Definitive Notes are required to bear the Restrictive Note Legend, they are being transferred or exchanged pursuant to Section 2.3(b) or pursuant to clause (A), (B) or (C) below, and are accompanied by the following additional information and documents, as applicable:

(A)if such Definitive Notes are being delivered to the Note Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect; or

(B)if such Definitive Notes are being transferred to the Company, a certification to that effect in the form set forth in Exhibit 2 to this Appendix; or

(C)if such Definitive Notes are being transferred (x) pursuant to an exemption from registration in accordance with Rule 144A, Regulation S or Rule 144 under the Securities Act, (y) in reliance upon another exemption from the requirements of the Securities Act or (z) pursuant to an effective registration statement under the Securities Act,  a certification in the form set forth in Exhibit 2 to this Appendix and, to the extent required in the form set forth in Exhibit 2 to this Appendix, an Opinion of Counsel or other evidence reasonably satisfactory to the Company as to an exemption from registration under the Securities Act and the compliance with the restrictions set forth in the Restrictive Note Legend.

(b)Restrictions on Transfer of a Definitive Note for a Beneficial Interest in a Global Note.  A Definitive Note may not be exchanged for a beneficial interest in a Rule 144A Global Note, an AI Global Note, an IAI Global Note, a Regulation S Global Note or  an Unrestricted Global Note except upon satisfaction of the requirements set forth below.  Upon receipt by the Trustee of a Definitive Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with:

(i) a signed assignment form, in the form attached to the Note in Exhibit 1 to this Appendix;

(ii) a signed certification, in the form set forth in Exhibit 2 to this Appendix, that such Definitive Note is being transferred (A) to a QIB in accordance with Rule 144A, (B) to an AI, (C) to an IAI, (D) after expiration of the Distribution Compliance Period by a Person who initially purchased such Note in reliance on Regulation S to a buyer who elects to hold its interest in such Note in the form of a beneficial interest in the Regulation S Global Note, (E) pursuant to Rule 144 or another available exemption from the registration requirements of the Securities Act in connection with which the Restrictive Note Legend is not required in order to comply with the Securities Act, (F) pursuant to an effective registration statement, or (G) to the Company or any of its Subsidiaries; and

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(iii) in the case of a transfer pursuant to clauses (b)(ii)(B), (b)(ii)(C), or (b)(ii)(E), an Opinion of Counsel or other evidence reasonably satisfactory to the Company as to the compliance with the restrictions set forth in the Restrictive Note Legend;

(iv) signed instructions directing the Trustee to make, or to direct the Notes Custodian to make, an adjustment on its books and records with respect to such Rule 144A Global Note (in the case of a transfer pursuant to clause (b)(ii)(A)), AI Global Note (in the case of a transfer pursuant to clause (b)(ii)(B)), IAI Global Note (in the case of a transfer pursuant to clause (b)(ii)(C)), Regulation S Global Note (in the case of a transfer pursuant to clause (b)(ii)(D)) or Unrestricted Global Note (in the case of transfer pursuant to clauses (b)(ii)(E) or (b)(ii)(F)) to reflect an increase in the aggregate principal amount of the Notes represented by the Rule 144A Global Note, AI Global Note, IAI Global Note, Regulation S Global Note or Unrestricted Global Note, as applicable, such instructions to contain information regarding the Depository account to be credited with such increase, then the Trustee shall cancel such Definitive Note and cause, or direct the Notes Custodian to cause, in accordance with the standing instructions and procedures existing between the Depository and the Notes Custodian, the aggregate principal amount of Notes represented by the Rule 144A Global Note, AI Global Note, IAI Global Note, Regulation S Global Note or Unrestricted Global Note, as applicable, to be increased by the aggregate principal amount of the Definitive Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Rule 144A Global Note, AI Global Note, IAI Global Note,  Regulation S Global Note or Unrestricted Global Note, as applicable, equal to the principal amount of the Definitive Note so canceled.  If no Rule 144A Global Note, AI Global Note, IAI Global Note, Regulation S Global Note or Unrestricted Global Note, as applicable, is then outstanding, the Company shall issue and the Trustee shall authenticate, upon receipt of a Company Order of the Company, a new Rule 144 A Global Note, AI Global Note, IAI Global Note, Regulation S Global Note or Unrestricted Global Note, as applicable, in the appropriate principal amount.

(c)           Transfer and Exchange of Global Notes.

The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depository, in accordance with this Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor.  A transferor of a beneficial interest in a Global Note shall deliver to the Note Registrar a written order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository to be credited with a beneficial interest in the Global Note.  The Note Registrar shall, in accordance with such instructions instruct the Depository to credit to the account of the Person specified in such instructions a beneficial interest in the Global Note and to debit the account of the Person making the transfer the beneficial interest in the Global Note being transferred.

If the proposed transfer is a transfer of a beneficial interest in one Global Note to a beneficial interest in another Global Note, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note to which such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Note Registrar shall reflect on its books and records the date and a

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corresponding decrease in the principal amount of the Global Note from which such interest is being transferred.

Notwithstanding any other provisions of this Appendix (other than the provisions set forth in Section 2.4), a Global Note may not be transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository.

In the event that Global Note is exchanged for Definitive Notes pursuant to Section 2.4 of this Appendix, such Notes may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.3 (including the certification requirements set forth on the reverse of the Initial Notes intended to ensure that such transfers comply with Rule 144A, Regulation S or another applicable exemption under the Securities Act, as the case may be) and such other procedures as may from time to time be adopted by the Company.

(d)           Legend.

(i)       (A) Except as permitted by the following paragraphs (ii) and (iii), each Note certificate evidencing the Notes (and all Notes issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form (the “Restrictive Note Legend”):

THE NOTES AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR OTHER SECURITIES LAWS.  NEITHER THIS NOTE, THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THE NOTES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OR RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.  THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS AN “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(A) OF REGULATION D UNDER THE SECURITIES ACT) OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING ITS NOTE IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE WHICH IS ONE YEAR  AFTER THE LATER OF THE DATE OF ORIGINAL ISSUE AND THE LAST DATE ON WHICH THE COMPANY OR ANY OF ITS AFFILIATES WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY

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APPLICABLE LAW (THE “RESALE RESTRICTION TERMINATION DATE”), OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A INSIDE THE UNITED STATES, (D) TO AN ACCREDITED INVESTOR, (E) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE COMPANY, THE TRUSTEE AND THE NOTE REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATION OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS NOTE IS COMPLETED AND DELIVERED BY THIS TRANSFEROR TO THE TRUSTEE.  THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

THE HOLDER OF THIS NOTE IS ENTITLED TO THE BENEFITS OF A REGISTRATION RIGHTS AGREEMENT (AS SUCH TERM IS DEFINED IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF) AND, BY ITS ACCEPTANCE HEREOF, AGREES TO BE BOUND BY AND TO COMPLY WITH THE PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT.

(B) Each Global Note shall bear a legend in substantially the following form:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.,

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OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

(C) Each Regulation S Global Note shall also bear a legend in substantially the following form:

UNTIL 40 DAYS AFTER THE LATER OF COMMENCEMENT OR COMPLETION OF THE OFFERING, AN OFFER OR SALE OF SECURITIES WITHIN THE UNITED STATES BY A DEALER (AS DEFINED IN THE SECURITIES ACT) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IF SUCH OFFER OR SALE IS MADE OTHERWISE THAN IN ACCORDANCE WITH RULE 144A THEREUNDER.

(ii)           Upon any sale or transfer of a Transfer Restricted Note (including any Transfer Restricted Note represented by a Global Note) pursuant to Rule 144 or another available exemption from registration requirements under the Securities in connection with which the Restrictive Note Legend is not required in order to comply with the Securities Act, the Note Registrar shall permit the transferee thereof to exchange such Transfer Restricted Note for a certificated Note that does not bear the Restrictive Note Legend (such Note, a “Rule 144 Note”) and rescind any restriction on the transfer of such Transfer Restricted Note, if the transferor thereof provides an Opinion of Counsel to the Note Registrar that such sale or transfer is being made in reliance on Rule 144 or such other claimed exemption.

(iii)          After a transfer of any Transfer Restricted Note pursuant to an effective registration statement, all requirements pertaining to legends on such Note will cease to apply, the requirements requiring any such Note issued to certain Holders be issued in global form will cease to apply, and a certificated Note or a Note in global form, in each case without restrictive transfer legends (such Note, together with the Rule 144 Note, an “Unrestricted Note”), will be available to the transferee of the Holder of such Note upon exchange of such transferring Holder’s certificated Note or directions to transfer such Holder’s interest in the Global Note, as applicable.

(iv)          Notwithstanding the foregoing, the face of each Note certificate evidencing the Notes (and the face of all Notes issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form:

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THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED).  UPON WRITTEN REQUEST, THE ISSUER WILL PROMPTLY MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE THE FOLLOWING INFORMATION: (1) THE ISSUE PRICE AND ISSUE DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE AND (3) THE YIELD TO MATURITY OF THE NOTE.

(e)           Cancellation or Adjustment of Global Note.  At such time as all beneficial interests in a Global Note have either been exchanged for Definitive Notes, redeemed, purchased or canceled, such Global Note shall be canceled and retained by the Trustee in accordance with the Indenture.  At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for certificated Notes, redeemed, purchased or canceled, the principal amount of Notes represented by such Global Note shall be reduced and an adjustment shall be made on the books and records of the Trustee (if it is then the Notes Custodian for such Global Note) with respect to such Global Note, by the Trustee or the Notes Custodian, to reflect such reduction.

(f)            No Obligation of the Trustee.

(i)            The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in the Depository or other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Notes.  All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depository or its nominee in the case of a Global Note).  The rights of beneficial owners in any Global Note shall be exercised only through the Depository subject to the applicable rules and procedures of the Depository.  The Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its members, participants and any beneficial owners.

(ii)           The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

2.4           Definitive Notes.

(a)           A Global Note deposited with the Depository or with the Trustee as Notes Custodian for the Depository pursuant to Section 2.1 shall be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal

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amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 hereof and (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for such Global Note and the Depository fails to appoint a successor depository or if at any time such Depository ceases to be a “clearing agency” registered under the Exchange Act, in either case, and a successor depository is not appointed by the Company within 90 days of such notice, or (ii) an Event of Default has occurred and is continuing or (iii) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under this Indenture.

(b)           Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the Depository to the Trustee located at its Corporate Trust Office, to be so transferred, in whole or from time to time in part, without charge.  The Company shall issue and the Trustee shall, upon receipt of a Company Order, authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations.  Any portion of a Global Note transferred pursuant to this Section 2.4 shall be executed, authenticated and delivered only in minimum denominations of $2,000 principal amount and an integral multiples of $1 in excess thereof and registered in such names as the Depository shall direct.  Any Definitive Note delivered in exchange for an interest in the Transfer Restricted Note shall, except as otherwise provided by Section 2.3(d) hereof, bear the Restrictive Note Legend.

(c)           Subject to the provisions of Section 2.4(b) hereof, the registered Holder of a Global Note shall be entitled to grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

(d)           In the event of the occurrence of one of the events specified in Section 2.4(a) hereof, the Company shall promptly make available to the Trustee a reasonable supply of Definitive Notes in definitive, fully registered form without interest coupons.  In the event that such Definitive Notes are not issued, the Company expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to this Indenture, including pursuant to Section 507, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Definitive Notes had been issued.

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EXHIBIT 1
to Rule 144A / Regulation S / AI Appendix

[FORM OF FACE OF INITIAL NOTE]

[Insert Global Notes Legend, if applicable, pursuant to the provisions of the Indenture]

[Insert Restrictive Note Legend, if applicable, pursuant to the provisions of the Indenture][Insert Regulation S Note Legend, if applicable, pursuant to the provisions of the Indenture]

[Insert Original Issue Discount Legend, if applicable, pursuant to the provisions of the Indenture]

No.                                                                                                                                                          $< /font>

                CUSIP:
                                                                                                                                                                 ISIN:

7.5% Senior Convertible Notes due 2020

Accuride Corporation, a Delaware corporation, promises to pay to        , or registered assigns, the principal sum of        Dollars on February 26, 2020.

Interest Payment Dates:  February 26 and August 26.

Regular Record Dates:  February 11 and August 11.

Additional provisions of this Note are set forth on the other side of this Note.

ACCURIDE CORPORATION

By
	Name:
	Title:
Dated:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

WILMINGTON TRUST FSB
as Trustee, certifies that this is one of the Notes referred to in the Indenture.

By
	Authorized Signatory

Dated:

2

[FORM OF REVERSE SIDE OF INITIAL NOTE]
7.5% Senior Convertible Note due 2020

3.Principal and Interest; Conversion

The Company will pay the principal of this Note on February 26, 2020.

The Company promises to pay interest and Special Interest, if any, on the principal amount of this Note on each Interest Payment Date, as set forth below.

Interest, and Special Interest, if any, on the Notes will be payable semi-annually in arrears on February 26 and August 26 of each year, starting on August 26, 2010, to Holders of record at the close of business on the preceding February 11 and August 11, respectively, with the first six interest payments being payable in kind (“PIK”) and the remaining being payable in cash, at a rate of 7.5% per annum.

Interest will accrue on the Notes from and including February 26, 2010 or from, and including, the last date in respect of which interest has been paid or provided for, as the case may be, to, but excluding, the next Interest Payment Date or maturity date, as the case may be. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated February 26, 2010, among the Company and the Holders named therein (the “Registration Rights Agreement”).

The Company shall pay interest and Special Interest, if any, on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum equal to the rate of interest applicable to the Notes.

The Notes are convertible into shares of  the common stock of the reorganized Company (the “New Common Stock”) as set forth in the Indenture.  In connection with the payment of PIK interest in respect of the New Notes, the Company is entitled to, without the consent of the Holders and without regard to Section 1010 of the Indenture, (a) in the case of Global Notes, increase the outstanding principal amount of the Global Notes or (b) in the case of Definitive Notes, issue additional Definitive Notes (the “PIK Notes”) under the Indenture on the same terms and conditions as the Initial Notes.  To the extent interest on the Notes is paid by issuing PIK Notes, such PIK Notes shall be convertible into New Common Stock at the same Conversion Price as the Notes.  Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on its behalf to take such action as may be necessary or appropriate to effectuate the conversion as provided in the Indenture and (c) appoints the Trustee its Conversion Agent for such purpose.

4.Method of Payment.

The Company will pay interest on the principal amount of the Notes on each February 26 and August 26 to the Persons who are Holders (as reflected in the Note Register at the close of business on February 11 and August 11 immediately preceding the Interest Payment Date), in

3

each case, even if the Note is cancelled on registration of transfer or registration of exchange after such Regular Record Date; provided that, with respect to the payment of principal, the Company will make payment to the Holder that surrenders this Note to any Paying Agent on or after February 26, 2020.

The Company will pay principal (premium, if any) and cash interest in money of the United States that at the time of payment is legal tender for payment of public and private debts.  However, the Company may pay principal (premium, if any) and cash interest by its check payable in such money.  The Company may pay cash interest on the Notes either (a) by mailing a check for such interest to a Holder’s registered address (as reflected in the Note Register) or (b) by wire transfer to an account located in the United States maintained by the payee.  If a payment date is a date other than a Business Day at a place of payment, payment may be made at that place on the next succeeding day that is a Business Day and no interest shall accrue for the intervening period.

3.Conversion Agent, Paying Agent and Note Registrar.

Initially, Wilmington Trust FSB, a federal savings bank (the “Trustee”), will act as Conversion Agent, Paying Agent and Note Registrar.  The Company may change any Conversion Agent, Paying Agent or Note Registrar upon written notice thereto.  The Company, any Subsidiary or any Affiliate of any of them may act as Conversion Agent, Paying Agent, Note Registrar or co-registrar.

4.Indenture.

The Company issued the Notes under an Indenture dated as of February 26, 2010 (the “Indenture”), among the Company, the Guarantors and the Trustee.  Capitalized terms herein are used as defined in the Indenture unless otherwise indicated.  The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act.  The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of all such terms.  To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture shall control.

The Notes are unsecured senior obligations of the Company.  The Indenture does not limit the aggregate principal amount of the Notes.

5.Redemption.

Optional Redemption.  The Notes shall be redeemable by the Company, in whole but not in part, at any time on or after the third anniversary of the issuance of the Notes, at a price equal to 100% of the principal amount of the Notes to be redeemed, plus, except as described below, any accrued and unpaid interest, Special Interest, if any, up to the Redemption Date; provided, that (i) the New Common Stock is listed on a National Stock Exchange, (ii) the average weekly trading volume of the New Common Stock as reported by such National Stock Exchange during the four week period prior to conversion is equal to or greater than 3.0% of the total number of outstanding shares of New Common Stock immediately prior to the redemption and (iii) for

4

twenty of the preceding thirty consecutive Trading Days, the New Common Stock has had a Closing Sale Price at least equal to 2.25 times the then effective conversion price.

If the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and Special Interest, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date.  On and after the Redemption Date, interest will cease to accrue on the Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in full satisfaction of the applicable redemption price, together with accrued and unpaid interest, Special Interest, if any, thereon to the date of redemption, pursuant to the Indenture.

Notice of redemption will be mailed by first-class mail at least 30 but not more than 60 days before the Redemption Date to each Holder to be redeemed at its address appearing in the Note Register.

With respect to any Note that has been so called for redemption, such Note may, at the election of the Holder thereof upon the receipt of the notice of redemption, be converted until and including the close of business on the Business Day prior to the Redemption Date, in accordance with the terms set forth in Article 14 of the Indenture.

The Company may not redeem any Notes on any date if the principal amount of the Notes has been accelerated in accordance with the terms of the Indenture, and such acceleration has not been rescinded on or prior to such date.

6.Repurchase upon a Change in Control and Asset Sales.

Upon the occurrence of (a) a Change in Control, certain Holders of the Notes will have the right to require that the Company purchase such Holder’s outstanding Notes, in whole or in part, for cash at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest, Special Interest, if any, to but excluding, the Change in Control Repurchase Date and (b) certain Asset Sales, the Company may be obligated to make offers to purchase Notes and Pari Passu Indebtedness of the Company with a portion of the Net Proceeds of such Asset Sales at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date fixed for the closing of such offer in accordance with the procedures set forth in the Indenture.

7.Conversion.

The Notes shall be convertible at any time before the close of business on the second Business Day immediately preceding the maturity date of the Notes, at the option of the Holder thereof, in part or in whole, into New Common Stock based on an initial conversion rate (the “Conversion Rate”), subject to adjustment, of 1333.3333 shares of New Common Stock per $1,000 principal amount of notes (which represents an initial conversion price of approximately $0.75 per share of New Common Stock (the “Conversion Price”)). The Conversion Rate shall be subject to adjustment from time to time as described in the Indenture.

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In addition to the interest otherwise specified herein, there shall be payable additional amounts on the Notes equal to the aggregate amount of any cash dividends or distributions that would have been paid on the New Common Stock into which the Notes are then convertible, other than in-kind dividends and distributions (as described in the Indenture), which shall be distributed to the Holders of the Notes on an as-converted basis.

The Holders of the Notes shall be entitled to exercise all the voting rights associated with the New Common Stock on an as-converted basis.

To convert a Note, a Holder must comply with the procedures for conversion set forth in the Indenture. In order to exercise the conversion right: (i) the Holder of any Definitive Note to be converted must (1) complete and manually sign a notice of conversion substantially in the form set forth on the reverse side of the Note (the “Conversion Notice”); (2) deliver the Conversion Notice and the Definitive Note to the Conversion Agent and the Company; and (3) if required, furnish appropriate endorsements and transfer documents; or (ii) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent, and, in either case, the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes.

The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes these requirements shall be deemed to be the date of conversion (the “Conversion Date”).  On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable.

Notes shall be deemed to have been converted immediately prior to the close of business on the Conversion Date, and at such time the rights of the Holders of such Notes as Holders will cease, and the Person or Persons entitled to receive the shares of New Common Stock payable and issuable upon conversion will be treated for all purposes as the payee or payees of such payment and the record holder or holders of such New Common Stock at such time.

Following any Conversion Date, the Company shall satisfy its obligations with respect to such conversion by either: (i) delivering to the Conversion Agent, for delivery to the Holder (or such other Person as may be named in the relevant Conversion Notice), the cash payment, together with certificates representing the number of shares of New Common Stock, payable and issuable upon the conversion; or (ii) delivering to such Holder (or such other Person as may be named in the relevant Conversion Notice) the cash payment, together with such number of shares of New Common Stock payable and issuable upon such conversion in accordance with the Applicable Procedures, in each case, together with payment in lieu of fractional shares, if any, as provided in the Indenture (such cash payment and delivery of shares, if any, the “Settlement”); provided that shares of New Common Stock only will be deliverable in certificated form if (1) the Holder or holder that is exercising such conversion has specifically requested in writing that delivery be in certificates or (2) the Company determines that delivery is required in certificated shares either because (A) delivery to the Holder (or such other Person named in the relevant Conversion Notice) is not practicable in accordance with the Applicable Procedures or (B) in the

6

opinion of legal counsel, delivery is required in certificated form in order to comply with the requirements of applicable securities laws.  Settlement shall occur promptly.

In the case of any Note which is converted in part only, upon such conversion the Company shall execute and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Note.  A Note may be converted in part, but only if the principal amount of such Note to be converted is an integral multiple of U.S. $1 and the principal amount of such security to remain outstanding after such conversion is equal to U.S. $2,000 or an integral multiple of $1 in excess thereof.

No fractional shares of New Common Stock shall be issued upon conversion of any Note or Notes.  If more than one Note shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof) so surrendered.  Instead of any fractional share of New Common Stock that would otherwise be issuable upon conversion of any Note or Notes (or specified portions thereof), the Company shall calculate and pay a cash adjustment for the fractional amount (calculated to the nearest 1/100th of a share) based upon the applicable Conversion Rate.  The amount of the cash adjustment payable in lieu of issuing such fractional share shall be equal to such fractional share otherwise issuable multiplied by the Closing Sale Price on the applicable Trading Day.

Upon certain reclassifications of common stock, certain business combinations and certain asset sales described in the Indenture, in each case pursuant to which the New Common Stock would be converted into or exchanged for, or would constitute solely the right to receive cash, securities or other property, then, if a Holder converts its Notes on or after the effective date of any such transaction, the Notes will be convertible into, in lieu of the New Common Stock, the same type (in the same proportions) of consideration received in the relevant event by holders of the number of shares of New Common Stock into which the Notes were convertible as of immediately prior to such relevant event.

As described in Section 6 hereof and pursuant to the Indenture, upon the occurrence of a Change in Control, certain Holders of the Notes will have the right to require that the Company purchase such Holder’s outstanding Notes, in whole or in part, for cash at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest and Special Interest, if any, to but excluding, the Change in Control Repurchase Date.

8.Denominations; Transfer; Exchange.

The Notes are in registered form without coupons in minimum denominations of $2,000 principal amount and whole multiples of $1 in excess thereof.  A Holder may transfer or exchange Notes in accordance with the Indenture.  The Note Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Note Registrar need not register the transfer or exchange of any Notes selected for repurchase (except, in the case of a

7

Note to be repurchased in part, the portion of the Note not to be repurchased) or any Notes for a period of 15 days before a selection of Notes to be repurchased or 15 days before an Interest Payment Date.

9.Persons Deemed Owners.

A registered Holder may be treated as the owner of a Note for all purposes.

10.Unclaimed Money.

If money for the payment of principal (premium, if any) or interest remains unclaimed for two years, the Trustee and the Paying Agent will pay the money back to the Company at its written request.  After that, Holders entitled to the money must look to the Company for payment, unless an abandoned property law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.

11.Discharge and Defeasance Prior to Redemption or Maturity.

If the Company irrevocably deposits, or causes to be deposited, with the Trustee money or Government Securities sufficient to pay the then outstanding principal of (premium, if any) and accrued interest on the Notes (a) to Redemption Date or Maturity, the Company will be discharged from its obligations under the Indenture and the Notes, except in certain circumstances for certain covenants thereof, and (b) to the Stated Maturity, the Company will be discharged from certain covenants set forth in the Indenture.

12.Amendment; Supplement; Waiver.

Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Notes, and any existing Default or Event of Default or compliance with any provision may be waived with the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes.  Without notice to or the consent of any Holder, the parties thereto may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity, omission, mistake, defect or inconsistency and make any change that does not adversely affect the rights of any Holder.

13.Restrictive Covenants.

The Indenture contains certain covenants, including covenants with respect to the following matters:  (i) Restricted Payments; (ii) Incurrence of Indebtedness and Issuance of Disqualified Stock; (iii) Liens; (iv) transactions with Affiliates; (v) dividend and other payment restrictions affecting  Subsidiaries; (vi) guarantees of Indebtedness by Restricted Subsidiaries; (vii) merger and certain transfers of assets; and (viii) disposition of proceeds of Asset Sales.  Within 180 days (or the successor time period then in effect under the rules and regulations of the Exchange Act) after the end of each fiscal year, the Company must report to the Trustee on compliance with such limitations.

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14.Successor Persons.

When a successor Person or other entity assumes all the obligations of its predecessor under the Notes and the Indenture, the predecessor Person will be released from those obligations.

15.Remedies for Events of Default.

If an Event of Default, as defined in the Indenture, occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Notes may declare all the Notes to be immediately due and payable.  If a bankruptcy or insolvency default with respect to the Company or any of its Significant Subsidiaries occurs and is continuing, the Notes automatically become immediately due and payable.  Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any rights or powers under the Indenture at the request or direction of any of the Holders of the Notes unless such Holders have offered to the Trustee indemnity satisfactory to it against any cost, liability or expense.  Subject to certain restrictions, the Holders of not less than a majority in principal amount of the Outstanding Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee.  The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or any Guarantee or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note or that would involve the Trustee in personal liability.

16.Guarantees.

The Company’s obligations under the Notes are fully, irrevocably and unconditionally guaranteed on an unsecured senior basis, to the extent set forth in the Indenture, by each of the Guarantors.

17.Trustee Dealings with Company.

The Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may make loans to, accept deposits from, perform services for, and otherwise deal with, the Company and its Affiliates as if it were not the Trustee.

18.Authentication.

This Note shall not be valid until the Trustee signs the certificate of authentication on the other side of this Note.

19.Abbreviations.

Customary abbreviations may be used in the name of a Holder or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).

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20.CUSIP Numbers.

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders.  No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

21.Holders’ Compliance with the Registration Rights Agreement.

Each Holder of a Note, by acceptance hereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including the obligations of the Holders with respect to a registration and the indemnification of the Company to the extent provided therein.

22.Governing Law.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture.  Requests may be made to Accuride Corporation, 7140 Office Circle, Evansville, Indiana 47715, Attention:  General Counsel.

Capitalized terms used herein but not defined herein shall have the meanings given to such terms in the Indenture.

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

(Print or type assignee’s name, address and zip code)

(Insert assignee’s soc. sec. or tax ID. No.)

and irrevocably appoint               agent to transfer this Note on the books of the Company.  The agent may substitute another to act for him.

Date:	Your Signature:
	(Sign exactly as your name appears on the other side of this Note.)
*Signature guaranteed by:
By:

* Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

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CONVERSION NOTICE

To convert this Note into Common Stock (or, if applicable, other consideration pursuant to Section 1404(e) of the Indenture) of the Company, check the box:  o

To convert only part of this Note, state the principal amount to be converted (must be an integral multiple of $1, and the principal amount of the Note to remain outstanding after conversion must be equal to at least U.S. $2,000 or an integral multiple of $1 in excess thereof):  $                                                                .

If you want the stock certificate made out in another person’s name, fill in the form below:

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

The undersigned hereby irrevocably exercises the option to convert this Note as set forth above into shares of Common Stock (or, if applicable, other consideration pursuant to Section 1404(e) of the Indenture) in accordance with the terms of the Indenture referred to in the Note.

		Your Signature:
Date:
		(Sign exactly as your name appears on the other side of this Note)
	*Signature guaranteed by:
By:

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

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[TO BE ATTACHED TO GLOBAL NOTES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE
The following increases or decreases in this Global Note have been made:

Date of Exchange Amount of decrease
in Principal amount
of this Global Note Amount of increase
in Principal amount
of this Global Note Principal amount of
this Global Note
following such
decrease or
increased Signature of
authorized signatory
of Trustee or Notes
Custodian

13

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 1107 or 1108 of the Indenture, check the box:

o 1107                                                              o 1108

o If you want to elect to have only part of this Note purchased by the Company pursuant to Section 1107 or 1108 of the Indenture, state the amount in principal amount: $                             

Dated:		Your Signature:
			(Sign exactly as your name appears on the other side of this Note.)
Signature Guarantee:
	(Signature must be guaranteed)

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

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EXHIBIT 2

to Rule 144A / Regulation S / AI Appendix

Form of Certificate of Transfer

Accuride Corporation
7140 Office Circle
Evansville, Indiana 47715

Wilmington Trust FSB, as Trustee

50 South Sixth Street, Suite 1290

Minneapolis, MN 55402

Attention: Corporate Trust Administration

Ladies and Gentlemen:

Reference is hereby made to the Indenture, dated as of                   , 2010 (the “Indenture”), among Accuride Corporation, a Delaware corporation (the “Company”), the Guarantors party thereto and Wilmington Trust FSB, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                                            , (the “Transferor”) owns and proposes to transfer $                     principal amount of the Company’s 7.5% Senior Convertible Notes due 2020 (the “Notes”, and such transfer, the “Transfer”) to                                                (the “Transferee”). In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

oCheck if the Transferee will take delivery of a beneficial interest in the 144A Global Note or a Definitive Transfer Restricted Note pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the Notes are being transferred to a Person that the Transferor reasonably believes is purchasing the Notes for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred Notes will be subject to the restrictions on transfer enumerated in the Restrictive Note Legend on the face of the Rule 144A Global Note and in the Indenture and the Securities Act, until the earlier of (x) the registration of the Notes under the Securities Act and (y) the removal of such Restrictive Note Legend in accordance with the terms of the Indenture;

oCheck if the Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a Definitive Transfer Restricted Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the Transfer is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed Transfer is being made prior to the expiration of the distribution compliance period as defined in Regulation S under the Securities Act, the Transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person other than in reliance on, and in accordance with, Rule 144A under the Securities Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred Notes will be subject to the restrictions on transfer enumerated in Restrictive Note Legend on the face of the Regulation S Global Note and in the Indenture and the Securities Act, until the earlier of (x) the registration of the Notes under the Securities Act and (y) the removal of such Restrictive Note Legend in accordance with the terms of the Indenture.

oCheck if the Transferee will take delivery of a beneficial interest in the AI Global Note or the IAI Global Notes or a Definitive Transfer Restricted Note pursuant to an exemption under the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to the Transfer Restricted Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that: [check one box below]

oThe Transfer is being effected to an “accredited investor” as defined under Rule 501(a) of Regulation D under the Securities Act and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby further certifies that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to the Transfer Restricted Notes and the requirements of the exemption claimed, which certification is supported by (1) a letter of representation executed by the Transferee in the form of Exhibit 3 to the Rule 144A/Regulation S/AI Appendix attached to the Indenture and (2) an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification),

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to the effect that such Transfer is in compliance with the transfer restrictions applicable to the Transfer Restricted Notes and the Securities Act.

oThe Transfer is being effected pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby further certifies that the Transfer complies with the transfer restrictions applicable to the Transfer Restricted Notes and the requirements of the exemption claimed, which certification is supported by an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the transfer restrictions applicable to the Transfer Restricted Notes and the Securities Act.

Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred Notes will be subject to the restrictions on transfer enumerated in the Restrictive Note Legend on the face of the AI Global Note or the IAI Global Note, as applicable, and in the Indenture and the Securities Act, until the earlier of (x) the registration of the Notes under the Securities Act and (y) the removal of such Restrictive Note Legend in accordance with the terms of the Indenture.

o    Check if the Transferee will take delivery of a beneficial interest in the Unrestricted Global Note or a Definitive Unrestricted Note. [check one box below]

oThe Transfer is being effected pursuant to an effective registration statement under the Securities Act of 1933.

oThe Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and the Transferor hereby further certifies that the Transfer complies with the transfer restrictions applicable to the Transfer Restricted Notes and the requirements of Rule 144 or such other available exemption under the Securities Act, which certification is supported by an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act.

o(i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act (other than Rule 144) and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Restrictive Note Legend on the face of any Transfer Restricted Note are not required in order to maintain compliance with the Securities Act, which certification is supported by an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the

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transfer restrictions applicable to the Transfer Restricted Notes and the Securities Act.

Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred Notes will not be subject to the restrictions on transfer enumerated in the Restrictive Note Legend on the face of any Transfer Restricted Notes.

oCheck if the Transfer is to the Company or any of its Subsidiaries.

TRANSFEROR
By:
	Name:
	Title:
Dated:

4

ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer the following:

[check one of (a) or (b)]

(a) o a beneficial interest in the:

(i) o144A Global Note (CUSIP                   ), or

(ii)oRegulation S Global Note (CUSIP                   ), or

(i) oAI Global Note (CUSIP                   ), or

(ii)oIAI Global Note (CUSIP                   ); or

(b) o a Definitive Transfer Restricted Note.

2. After the Transfer the Transferee will hold:

[check one of (a), (b), (c) or (d)]

(a) o a beneficial interest in the:

(i) o144A Global Note (CUSIP                   ), or

(ii)oRegulation S Global Note (CUSIP                   ), or

(i) oAI Global Note (CUSIP                   ), or

(ii)oIAI Global Note (CUSIP                   ); or

(b) o a Definitive Transfer Restricted Note; or

(c) o an Unrestricted Global Note; or

(d) o a Definitive Unrestricted Note.

in accordance with the terms of the Indenture.

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EXHIBIT 3
to Rule 144A / Regulation S / AI Appendix

Form of Transferee Letter of Representation

(Accredited Investors)

Accuride Corporation
7140 Office Circle
Evansville, Indiana 47715

Wilmington Trust FSB, as Trustee

50 South Sixth Street, Suite 1290

Minneapolis, MN 55402

Attention: Corporate Trust Administration

Ladies and Gentlemen:

This certificate is delivered to request a transfer of $           principal amount of the 7.5% Senior Convertible Notes due 2020 (the “Notes”) of Accuride Corporation, a Delaware corporation (the “Company”).

Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows:

Name:                                             

Address:                                             

Taxpayer ID Number:                                             

The undersigned represents and warrants to you that:

1.We are: [Check one box below]

oan “accredited investor” (as defined in Rule 501(a)(4), (5) and (6) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)); or

oan institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3), (7) and (8) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)),

purchasing for our own account or for the account of such an “accredited investor”, and we are acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act.  We have such knowledge and

experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we invest in or purchase securities similar to the Notes in the normal course of our business.  We, and any accounts for which we are acting, are each able to bear the economic risk of our or its investment.

2.             We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence.  We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes prior to (x) the date which is one year after the later of the date of original issue and the last date on which the Company or any affiliate of the Company was the owner of such Notes (or any predecessor thereto) and (y) such later date, if any, as may be required by applicable law (the “Resale Restriction Termination Date”) only (i) to the Company, (ii) pursuant to a registration statement which has been declared effective under the Securities Act, (iii) for so long as the Notes are eligible for resale pursuant to Rule 144A under the Securities Act, to a Person we reasonably believe is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the transfer is being made in reliance of Rule 144A inside the United States, (iv) to an “accredited investor” within the meaning of Rule 501(a) under the Securities Act that is purchasing for its own account or for the account of an accredited investor; provided that we provide an opinion of counsel or other evidence reasonably satisfactory to the Company and the Trustee as to an exemption from registration under the Securities Act and the compliance with the other restrictions set forth in the legend on the face of the Notes, (v) pursuant to offers and sales to non-U.S. Persons that occur outside the United States within the meaning of Regulation S under the Securities Act or (vi) pursuant to another available exemption from the registration requirements of the Securities Act, in each of cases (i) through (vi) subject to any requirement of law that the disposition of our property or the property of such investor account or accounts be at all times within our or their control and in compliance with any applicable state securities laws.  The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date.  If any resale or other transfer of the Notes is proposed to be made pursuant to clause (iv) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Company and the Trustee, which shall provide, among other things, that the transferee is (A) an “accredited investor” within the meaning of Rule 501(a) (4), (5), and (6) of Regulation D under the Securities Act or (B) an institutional “accredited investor” within the meaning of Rule 501(a) (1), (2), (3), (7) and (8) of Regulation D under the Securities Act,  and that it is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act.  Each purchaser acknowledges that the Company and the Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date of the Notes pursuant to clauses (iii), (iv), (v) or (vi) above to require the delivery of an opinion of counsel, certifications or other information satisfactory to the Company and the Trustee.

TRANSFEREE

By:

Name:

Title:

Dated:

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EXHIBIT A

FORM OF SUPPLEMENTAL INDENTURE
TO BE DELIVERED BY SUBSEQUENT GUARANTORS

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of           , 20     , among                      (the “Guaranteeing Subsidiary”), a subsidiary of Accuride Corporation (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust FSB, as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of February 26, 2010 providing for the issuance of 7.5% Senior Convertible Notes due 2020 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Guarantee”); and

WHEREAS, pursuant to Section 901 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1.             CAPITALIZED TERMS.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.             AGREEMENT TO GUARANTEE.  The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 12 thereof.

3.             NO RECOURSE AGAINST OTHERS.  No past, present or future director, officer, employee, incorporates, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or any Guaranteeing Subsidiary under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder of the Notes by accepting a Note waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.  Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the Commission that such a waiver is against public policy.

4.             GOVERNING LAW.  THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

5.             COUNTERPARTS.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

6.             EFFECT OF HEADINGS.  The Section headings herein are for convenience only and shall not affect the construction hereof.

7.             THE TRUSTEE.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

Dated:                                    , 20        

[GUARANTEEING SUBSIDIARY]
By:
	Name:
	Title:
ACCURIDE CORPORATION
By:
	Name:
	Title:
[Existing Guarantors]
By:
	Name:
	Title:
WILMINGTON TRUST FSB, as Trustee
By:
	Authorized Signatory

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EX-4.3

Exhibit 4.3

ACCURIDE CORPORATION

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made by and among Accuride Corporation, a Delaware corporation (the “Company”), and each of the Persons identified as a “Holder” on Schedule I attached hereto and their successors and assigns as provided for in Section 10(g) hereto (collectively, the “Holders”), and is to become effective on the Plan Effective Date (as defined below).

The Company, in connection with and pursuant to an amended plan of reorganization under chapter 11 of the United States Bankruptcy Code, 11 U.S.C.§§101 et seq. (as amended from time to time, the “Plan”) for the Company and certain of its subsidiaries who are debtors and debtors-in-possession in the chapter 11 case captioned In re Accuride Corporation, et al., Case No. 09-13449 (BLS) pending and jointly administered in the Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), has issued to holders of the Company’s 8.5% Senior Subordinated Notes due 2015 as of a record date specified in the Plan (the “Old Noteholders”) shares (such shares, the “Old Notes Shares”) of common stock of the reorganized or restructured Accuride Corporation (the “New Common Stock”).

In addition, in connection with and pursuant to the terms of the Plan, the Company has issued and sold $140,000,000 aggregate principal amount of its 7.5% Convertible Senior Notes Due 2020 (the “Initial Notes”, and together with the PIK Notes (as defined below), the “New Notes”) to certain subscribing Old Noteholders, pursuant to a rights offering approved by the Bankruptcy Court (the “Rights Offering”).  Pursuant to a Convertible Notes Commitment Agreement, dated as of October 7, 2009 (the “Commitment Agreement”), by and among the Company and the Investors named therein (the “Investors”), the Company issued to the Investors the Initial Notes which were not duly subscribed for and paid for in the Rights Offering, in accordance with the terms of the Commitment Agreement. The New Notes are issued pursuant to an indenture (the “Indenture”), by and among the Company, the Guarantors named therein and the trustee named therein, and are convertible into shares of New Common Stock (such shares, the “New Notes Shares”) in accordance with the terms set forth in the Indenture. Interest on the Initial Notes will be payable semi-annually in arrears in accordance with the terms set forth in the Indenture, with the first six interest payments being paid-in-kind (the additional notes so paid, the “PIK Notes”). Pursuant to the terms of the Commitment Agreement, the Company has issued to the Investors shares of New Common Stock (such shares, the “Backstop Fee Shares”) as payment for such Investors’ Backstop Fee (as defined in the Commitment Agreement).

“Registrable Securities” means (i) the Old Notes Shares; (ii) the New Notes; (iii) the New Notes Shares; and (iv) the Backstop Fee Shares, in each case, as held by any Holder and including any additional Registrable Securities acquired by any Holder after the date hereof and in each case, if the Registrable Securities would, in the hands of such Holder, not be freely

transferable in accordance with the intended method of disposition under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), without regard to any volume or manner of sale requirements. As to any particular Registrable Securities, once issued, such securities shall cease to be Registrable Securities when (i) the Resale Shelf Registration Statement (as defined below) shall have become effective under the Securities Act and such securities shall have been disposed of in accordance therewith or (ii) such Registrable Securities shall have ceased to be outstanding.

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

1.             Resale Shelf Registration Statement.

(a)           The Company agrees to file within 90 days after the effective date of the Plan (the “Plan Effective Date”), a shelf registration statement (the “Resale Shelf Registration Statement”) providing for the registration of, and the sale on a continuous or delayed basis by the Electing Holders (as defined below in Section 2(a)(iii)) of all Registrable Securities, pursuant to Rule 415 of the Securities Act or any similar rule that may be adopted by the Securities and Exchange Commission (the “Commission”). The Company agrees to use commercially reasonable efforts to cause the Resale Shelf Registration Statement to become effective within 180 days after the Plan Effective Date (the date of such effectiveness, the “Effective Time”).

(b)           Subject to the Company’s right to suspend the Resale Shelf Registration Statement pursuant to Section 1(d) below, the Company agrees to use commercially reasonable efforts to keep the Resale Shelf Registration Statement continuously effective under the Securities Act in order to permit the Prospectus to be usable by the Electing Holders until such time as there are no longer any Registrable Securities (such period, the “Effective Period”).

(c)           After the Effective Time, within 10 Business Days after receipt of a duly completed and signed Notice and Questionnaire (as defined below) from any Holder that is not then an Electing Holder, together with any other information as may be reasonably requested in writing by the Company from such Holder, the Company shall file such amendments to the Resale Shelf Registration Statement or supplements to the Prospectus as are reasonably necessary to permit such Holder to deliver the Prospectus to purchasers of Registrable Securities (subject to the Company’s right to suspend the use of the Resale Shelf Registration Statement or the Prospectus as set forth in Section 1(d)); provided, that in no event shall the Company be required to file more than one such amendment or supplement in any 90-day period.

(d)           The Company may delay or suspend the use of the Resale Shelf Registration Statement or the use of the Prospectus used in connection therewith, without incurring or accruing any obligation to pay any Additional Interest pursuant to Section 5 hereof, if the Company shall have determined in good faith that because of valid business reasons, including the acquisition or divestiture of assets, pending corporate developments, public filings with the Commission and similar events, it is in the best interests of the Company to delay or suspend such use, and prior to delaying or suspending such use the Company provides the Holders with written notice of such delay or suspension, which notice need not specify the nature of the event giving rise to such delay or suspension; provided that the aggregate duration for any

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periods during which use of the Resale Shelf Registration Statement or the Prospectus is delayed or suspended (each such period, a “Suspension Period”) shall not exceed 90 calendar days in the aggregate in any consecutive twelve-month period.

(e)           The Electing Holders holding a majority of the Registrable Securities (the “Required Holders”) shall be entitled to request underwritten offerings of the Registrable Securities pursuant to the Resale Shelf Registration Statement; provided, that the Company shall not be obligated to complete (i) more than two underwritten offerings during the Effective Period and (ii) more than one underwritten offering in any 180-day period. Upon receipt of such a request from the Required Holders, the Company shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have the opportunity to participate in the underwritten offering.  The Required Holders shall have the right to select the managing underwriter(s) to administer any underwritten offering, subject to the prior approval of the Company, which approval shall not be unreasonably withheld.  Except as provided in this Section 1(f), there shall otherwise be no limitation on the number of sales or takedowns off of the Resale Shelf Registration Statement.

(g)           If at any time the New Notes, pursuant to the Indenture, are convertible into securities other than New Common Stock, the Company shall cause such securities to be included in the Resale Shelf Registration Statement no later than the date on which the New Notes may then be convertible into such securities.

2.             Holdback Agreement.

(a)           In connection with any underwritten offering, the Company and the Electing Holders participating in such underwritten offering (i) agree not to directly or indirectly offer, sell, pledge, contract to sell (including any short sale), grant any option to purchase or otherwise dispose of any equity securities or securities convertible into equity securities of the Company or enter into any hedging transaction relating to any such securities (each a “Prohibited Sale”) during the seven days prior to and during the 90-day period beginning on the closing date of such underwritten offering (except as part of such underwritten offering or, with respect to the Company, pursuant to registrations on Form S-4 or S-8 or any successor form), unless the underwriters managing the underwritten offering otherwise agree (such period, the “Holdback Period”), and (ii)  except as otherwise permitted by the Required Holders, the Company shall use commercially reasonable efforts to cause each of its directors and officers that is a holder of such equity securities or securities convertible into equity securities purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any Prohibited Sale (including sales pursuant to Rule 144) of any such securities during such Holdback Period except as part of such underwritten offering, if otherwise permitted, unless the underwriters managing the underwritten offering otherwise agree. If (x) the Company issues an earnings release or other material news or a material event relating to the Company and its subsidiaries occurs during the last 17 days of the Holdback Period or (y) prior to the expiration of the Holdback Period, the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of the Holdback Period, then to the extent necessary for a managing or co-managing underwriter of an underwritten offering required hereunder to comply with FINRA Rule 2711(f)(4), the Holdback Period shall be extended until 18 days after the earnings release or the occurrence of the material news or event, as the case may be (such

3

period referred to herein as the “Holdback Extension”).  The Company may impose stop-transfer instructions with respect to its securities that are subject to the foregoing restriction until the end of such period, including any period of Holdback Extension.

(b)           Notwithstanding any other provision contained in this Agreement, the Company shall not include in any underwritten offering any portion of New Common Stock held by any officers or employees of the Company or any of its subsidiaries the inclusion of which the underwriter of such underwritten offering, as the case may be, determines is likely to adversely affect such offering.

3.             Registration Procedures.  The Company shall use commercially reasonable efforts to effect the registration and sale of the Registrable Securities in accordance with the intended method of disposition set forth in, and pursuant to, the Resale Shelf Registration Statement and the following provisions shall apply in connection therewith:

(a)           (i)            Within 10 Business Days of the filing of the Resale Shelf Registration Statement, the Company shall mail the Notice and Questionnaire to the Holders of Registrable Securities.  No Holder shall be entitled to be named as a selling securityholder in the Resale Shelf Registration Statement as of the Effective Time, and no Holder shall be entitled to use the Prospectus for resales of Registrable Securities at any time, unless such Holder has returned a duly completed and signed Notice and Questionnaire to the Company by the deadline for response set forth therein and provided any other information reasonably requested in writing by the Company.

(ii)           After the Effective Time of the Resale Shelf Registration Statement, the Company shall, upon the request of any Holder of Registrable Securities that is not then an Electing Holder, promptly send a Notice and Questionnaire to such Holder. The Company shall not be required to take any action to name such Holder as a selling securityholder in the Resale Shelf Registration Statement or to enable such Holder to use the Prospectus for resales of Registrable Securities until such Holder has returned a duly completed and signed Notice and Questionnaire to the Company, in which case the Company’s obligations shall be as set forth in Section 1(d) above.

(iii)          The term “Electing Holder” shall mean any Holder of Registrable Securities that has returned a duly completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(i) or 3(a)(ii) hereof.

(iv)          Each Electing Holder agrees to furnish promptly to the Company all information required to be disclosed in order to make information previously furnished to the Company by such holder not materially misleading and any other information regarding such holder and the distribution of such holder’s Registrable Securities as the Company may from time to time reasonably request in writing.

The Company will as expeditiously as possible:

(b)           upon request by a Holder, before filing the Resale Shelf Registration Statement or Prospectus or any amendments or supplements thereto, furnish to such Holder all

4

such documents proposed to be filed requested by such Holder, which documents shall be subject to the review of such Holder and its counsel.  The Company shall make a good faith effort to reflect the comments that such Holder or its counsel may reasonably propose;

(c)           notify in writing each Holder of Registrable Securities of the effectiveness of the Resale Shelf Registration Statement and prepare and file with the Commission such amendments and supplements to such Resale Shelf Registration Statement and Prospectus as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Resale Shelf Registration Statement until such time as there are no longer any Registrable Securities;

(d)           furnish to each seller of Registrable Securities thereunder such number of copies of the Resale Shelf Registration Statement, each amendment and supplement thereto, the Prospectus and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;

(e)           use commercially reasonable efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(e), (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);

(f)            notify in writing each seller of such Registrable Securities (i) promptly after it receives notice thereof, of the date and time when the Resale Shelf Registration Statement and each post-effective amendment thereto has become effective or a Prospectus has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained, (ii) promptly after receipt thereof, of any request by the Commission for the amendment or supplementing of the Resale Shelf Registration Statement or Prospectus or for additional information, and (iii) at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of any event as a result of which, the Prospectus (x) contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading in light of the circumstances under which they were made or (y) is otherwise not legally available to support sales of Registrable Securities;

(g)           prepare and file promptly with the Commission, and notify the Electing Holders of Registrable Securities prior to the filing of, such amendments or supplements to such Resale Shelf Registration Statement or Prospectus as may be necessary to correct any statements or omissions if, at the time when a Prospectus is required to be delivered under the Securities Act, any event has occurred as the result of which the Prospectus would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, in case any of such holders or any underwriter for any such holders is required to deliver a Prospectus at a time when the Prospectus then in circulation is not in compliance with the Securities Act or the rules and

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regulations promulgated thereunder, the Company shall use commercially reasonable efforts to prepare promptly upon request of any such holder or underwriter such amendments or supplements to such Resale Shelf Registration Statement and Prospectus as may be necessary in order for the Prospectus to comply with the requirements of the Securities Act and such rules and regulations; provided, that the Company shall not be required to take such action during any Suspension Period.  If the Company notifies the Electing Holders of the occurrence of any event or the existence of any state of facts contemplated by Section 1(d) or Section 3(f) above, each such Holder shall suspend the use of the such Resale Shelf Registration Statement and the Prospectus until the requisite changes to the Prospectus have been made and shall keep confidential any such communication received by it from the Company;

(h)           provide a transfer agent and registrar for all such Registrable Securities not later than the Effective Time;

(i)            enter into and perform such customary agreements (including underwriting agreements in customary form) and take all such other actions as the Electing Holders holding a majority of the applicable Registrable Securities or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including participation in “road shows”, investor presentations and marketing events and effecting a share or unit split or a combination of shares or units);

(j)            make available for inspection by any underwriter participating in an underwritten offering, and any attorney, accountant, or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such underwriter, attorney, accountant, or agent in connection with such underwritten offering and assist and, at the request of any participating underwriter, use commercially reasonable efforts to cause such officers or directors to participate in presentations to prospective purchasers; provided, that such Persons shall first agree in writing with the Company that (x) all records, information and documents that are designated in writing by the Company, in good faith, as confidential shall be kept confidential by such Persons, unless such disclosure is required to be made in connection with a court proceeding or required by law, or such records, information or documents become available to the public generally or through a third party without an accompanying obligation of confidentiality and (y) they shall use such records, information and documents solely for the purposes of exercising rights under this Agreement and they shall not engage in trading any securities of the Company until the Company makes such material non-public information publicly available;

(k)           take all reasonable actions to ensure that any Free-Writing Prospectus utilized in connection with any underwritten offering hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

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(l)            otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering the period of at least 12 months beginning with the first day of the Company’s first full calendar quarter after the Effective Time, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

(m)          use commercially reasonable efforts to prevent the issuance of any stop order suspending the effectiveness of such Resale Shelf Registration Statement, or of any order suspending or preventing the use of the Prospectus or suspending the qualification of any securities included in the Resale Shelf Registration Statement for sale in any jurisdiction, and in the event of the issuance of any such stop order or other such order the Company shall advise the Electing Holders of such stop order or other such order promptly after it shall receive notice or obtain knowledge thereof and shall use commercially reasonable efforts promptly to obtain the withdrawal of such order;

(n)           in connection with an underwritten offering, obtain cold comfort letters, dated the pricing and closing dates under the underwriting agreement and addressed to the underwriters, from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters; and

(o)           if such registration is an underwritten offering, provide a legal opinion of the Company’s counsel, dated the closing date under the underwriting agreement, with respect to the Resale Shelf Registration Statement, each amendment and supplement thereto, the Prospectus (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by such opinions, which opinions shall be addressed to the underwriters.  The Company may require each seller of Registrable Securities participating in such underwritten offering to furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing.

4.             Registration Expenses.

(a)           Except as otherwise provided herein, all reasonable expenses incident to the Company’s performance of or compliance with Sections 1, 3 and 7 of this Agreement, including all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, travel expenses, filing expenses, messenger and delivery expenses, fees and disbursements of custodians, and fees and disbursements of counsel for the Company and of all independent certified public accountants, underwriters including, if necessary, a “qualified independent underwriter” within the meaning of the rules of the Financial Industry Regulatory Authority, Inc. (in each case, excluding discounts and commissions), and other Persons retained by the Company or by the Electing Holders or their affiliates on behalf of the Company (all such expenses being herein called “Registration Expenses”), shall be borne by the Company, including that the Company shall pay its internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which similar

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securities issued by the Company are then listed.  Each Electing Holder that sells securities pursuant to an underwritten offering shall bear and pay all underwriting discounts and commissions applicable to the securities sold for such Holder’s account.

(b)           In connection with the Resale Shelf Registration Statement, the Company shall reimburse the Electing Holders for the reasonable fees and disbursements of one counsel chosen by the Electing Holders holding a majority of the Registrable Securities.

5.             Additional Interest Under Certain Circumstances.

(a)           The Company shall pay additional interest  (the “Additional Interest”) to the Holders of New Notes that are Registrable Securities as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”) (i) the Resale Shelf Registration Statement is not filed with the Commission within 90 days after the Plan Effective Date; (ii) the Resale Shelf Registration Statement has not been declared effective by the Commission within 180 days after the Plan Effective Date; (iii) the Resale Shelf Registration Statement is declared effective by the Commission but (A) the Resale Shelf Registration Statement thereafter ceases to be effective or (B) the Resale Shelf Registration Statement or the related Prospectus ceases to be usable in connection with resales of Registrable Securities because (1) any event occurs as a result of which the Prospectus forming part of such Resale Shelf Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Resale Shelf Registration Statement or supplement the related Prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder or (3) such Resale Shelf Registration Statement has expired before a replacement Resale Shelf Registration Statement has become effective; or (iv) the aggregate duration of the Suspension Period in any period exceeds the number of days permitted in respect of such period pursuant to Section 1(d) hereof.

Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission.

The Company shall pay Additional Interest to the Holders of the New Notes that are Registrable Securities over and above the interest set forth in the title of the New Notes from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest will be paid in PIK Notes or cash, as provided in Section 5(c) below, and will accrue at a rate of 0.1% (one tenth of one percent) of the principal amount of such New Notes per month (the “Additional Interest Rate”).

Notwithstanding the foregoing or anything below in this Section 5, and except in the event of a Registration Default referred to in Section 5(a)(i), upon the occurrence of which  Additional Interest shall be accrued with respect to all Holders of the New Notes that are Registrable Securities, Additional Interest shall not accrue with respect to any Holder that (i) is not an Electing Holder and (ii) is not named as a selling securityholder in the Resale Shelf Registration Statement.

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(b)           A Registration Default referred to in Section 5(a)(iii) shall be deemed not to have occurred and be continuing in relation to the Resale Shelf Registration Statement or the related Prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to the Resale Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related Prospectus or (y) other material events with respect to the Company that would need to be described in such Resale Shelf Registration Statement or the related Prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement the Resale Shelf Registration Statement and related Prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.

(c)           Any amounts of Additional Interest due pursuant to Section 5(a) will be payable semiannually in arrears on the interest payment dates for the New Notes set forth in the Indenture (each, an “Interest Payment Date”) to Holders of record of the applicable New Notes on the applicable dates of record set forth in the Indenture.  The amount of Additional Interest will be determined by multiplying the Additional Interest Rate by the principal amount of the applicable New Notes, further multiplied by the number of 30-day periods such Additional Interest was applicable, with each fractional 30-day period rounded up to a whole period. Additional Interest shall be payable in PIK Notes during the PIK Period and in cash thereafter. If a Holder converts its New Notes, all Additional Interest, if any, that has accrued since the Interest Payment Date last preceding the date of conversion will be deemed to be paid in full upon such conversion, and no separate payment will be made by the Company upon conversion on account of such Additional Interest.  For the avoidance of doubt, the Company’s obligation to pay Additional Interest pursuant to this Section 5 shall be suspended to the extent and during the periods that the Registrable Securities are eligible to be transferred without registration under Rule 144 under the Securities Act without any volume or manner of sale requirements.

(d)           The parties agree that the Additional Interest as set forth in this Section 5 shall be the exclusive monetary remedy available to the Holders of New Notes for such Registration Defaults.  For the avoidance of doubt, in no event shall the Company be required to pay Additional Interest in excess of 1.2% (one point two percent) per annum in the aggregate, regardless of whether one or multiple Registration Defaults exist.

6.             Indemnification.

(a)           The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, each Holder, its officers, directors, managers, agents, and employees and each Person who controls such Holder (within the meaning of the Securities Act) (each an “Indemnitee” and, collectively, the “Indemnitees”) against any losses, claims, damages, liabilities, joint or several, together with reasonable costs and expenses (including reasonable attorneys’ fees), to which such Indemnitee may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, are based upon, are caused by or result from (i) any untrue or alleged untrue statement of material fact contained (A) in the

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Resale Shelf Registration Statement, Prospectus or preliminary prospectus or any amendment thereof or supplement thereto or (B) in any application or other document or communication (in this Section 6 collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify any securities covered by the Resale Shelf Registration Statement under the “blue sky” or securities laws thereof, or (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse each such Indemnitee for any legal or any other expenses incurred by him, her or it in connection with investigating or defending any such loss, claim, damage, expense, liability, action or proceeding; provided, however, that the Company shall not be liable in any such case to any such Person to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of, is based upon, is caused by or results from an untrue statement or alleged untrue statement, or omission or alleged omission, made in the Resale Shelf Registration Statement, the Prospectus or preliminary prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Holder expressly for use therein.  In connection with an underwritten offering, the Company shall provide a customary indemnity to indemnify the underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holders.

(b)           In connection with the Resale Shelf Registration Statement, each Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with the Resale Shelf Registration Statement or Prospectus and, to the fullest extent permitted by law, shall indemnify and hold harmless the other Holders and the Company, and their respective directors, officers, agents and employees and each other Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities, joint or several, together with reasonable costs and expenses (including reasonable attorney’s fees), to which such indemnified party may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, are based upon, are caused by or result from (i) any untrue or alleged untrue statement of material fact contained in the Resale Shelf Registration Statement, Prospectus or preliminary prospectus or any amendment thereof or supplement thereto or in any application or (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is made in the Resale Shelf Registration Statement, the Prospectus or preliminary prospectus or any amendment or supplement thereto, or in any application, in each case, in reliance upon and in conformity with written information prepared and furnished to the Company by such Holder expressly for use therein; provided, however, that the obligation to indemnify will be several and not joint, as to each Holder and will be limited to the net amount of proceeds received by such holder from the sale of Registrable Securities pursuant to the Resale Shelf Registration Statement.

(c)           Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person’s

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right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party.  If such defense is assumed, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld, conditioned or delayed).  An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.

(d)           The indemnifying party shall not, except with the approval of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to each indemnified party of a release from all liability in respect to such claim or litigation without any payment or consideration provided by such indemnified party.

(e)           If the indemnification provided for in this Section 6 is unavailable to or is insufficient to hold harmless an indemnified party under the provisions above in respect to any losses, claims, damages or liabilities referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and the sellers of Registrable Securities and any other sellers participating in the Resale Shelf Registration Statement on the other hand or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative faults referred to in clause (i) above but also the relative benefit of the Company on the one hand and of the sellers of Registrable Securities and any other sellers participating in the Resale Shelf Registration Statement on the other in connection with the Resale Shelf Registration Statement or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations.  The relative benefits received by the Company on the one hand and the sellers of Registrable Securities and any other sellers participating in the Resale Shelf Registration Statement on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) to the Company bear to the total net proceeds from the offering (before deducting expenses) to the sellers of Registrable Securities and any other sellers participating in the Resale Shelf Registration Statement.  The relative fault of the Company on the one hand and of the sellers of Registrable Securities and any other sellers participating in the Resale Shelf Registration Statement on the other shall be determined by reference to, among other things, whether the untrue statement or alleged omission to state a material fact relates to information supplied by the Company or by the sellers of Registrable Securities or other sellers participating in the Resale Shelf Registration Statement and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

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The Company and the sellers of Registrable Securities agree that it would not be just and equitable if contribution pursuant to this Section 6 were determined by pro rata allocation (even if the sellers of Registrable Securities were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph.  The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this Section 6, no seller of Registrable Securities shall be required to contribute any amount in excess of the net proceeds received by such seller from the sale of Registrable Securities covered by the the Resale Shelf Registration Statement filed pursuant hereto.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

(f)The indemnification and contribution by any such party provided for under this Agreement shall be in addition to any other rights to indemnification or contribution which any indemnified party may have pursuant to law or contract and will remain in full force and effect regardless of any investigation made or omitted by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and will survive the transfer of securities.

7.Participation in Underwritten Registrations.

(a)No Electing Holder may participate in any underwritten offering unless such Holder (i) agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Electing Holder or Electing Holders entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s), provided that no Electing Holder will be required to sell more than the amount of Registrable Securities that such holder has requested the Company to include in any underwritten offering) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

(b)Each Electing Holder that is participating in any underwritten offering hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(f), such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the Resale Shelf Registration Statement until such holder’s receipt of the copies of a supplemented or amended Prospectus as contemplated by Section 3(f).

8.Current Public Information.  At all times after the Company has filed the Resale Shelf Registration Statement, the Company shall, except as otherwise agreed to in writing by the Required Holders, file all reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder, and will take such further action as any Holder or Holders of Registrable Securities may reasonably request, all to the extent required to enable such Holders to sell Registrable Securities pursuant to

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Rule 144 adopted by the Commission under the Securities Act (as such rule may be amended from time to time) or any similar rule or regulation hereafter adopted by the Commission.

9.Definitions.

“Additional Interest” has the meaning set forth in Section 5(a).

“Additional Interest Rate” has the meaning set forth in Section 5(a).

“Agreement” has the meaning set forth in the preamble.

“application” has the meaning set forth in Section 6.

“Backstop Fee Shares” has the meaning set forth in the preamble.

“Bankruptcy Court” has the meaning set forth in the preamble.

“Commission” has the meaning set forth in Section 1(a).

“Commitment Agreement” has the meaning set forth in the preamble.

“Company” has the meaning set forth the preamble.

“Effective Period” has the meaning set forth in Section 1(b).

“Effective Time” has the meaning set forth in Section 1(a).

“Electing Holder” has the meaning set forth in Section 3(a)(iii).

“Exchange Act” has the meaning set forth in Section 4(a).

“Free Writing Prospectus” means a free-writing prospectus, as defined in Rule 405 of the Securities Act.

“Holdback Extension” has the meaning set forth in Section 2(a).

“Holdback Period” has the meaning set forth in Section 2(a).

“Holder(s)” has the meaning set forth in the preamble.

“Indemnittee” and “Indemnitees” have the meanings set forth in Section 6(a).

“Indenture” has the meaning set forth in the preamble.

“Initial Notes” has the meaning set forth in the preamble.

“Interest Payment Date” has the meaning set forth in Section 5(c).

“New Common Stock” has the meaning set forth in the preamble.

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“New Notes” has the meaning set forth in the preamble.

“Notice and Questionnaire” means a Notice and Questionnaire substantially in the form of Appendix A hereto.

“Old Noteholders” has the meaning set forth in the preamble.

“Old Notes Shares” has the meaning set forth in the preamble.

“Person” means an individual, a partnership, a joint venture, an association, a joint stock company, a corporation, a limited liability company, a trust, an unincorporated organization, an investment fund, any other business entity or a governmental entity or any department, agency or political subdivision thereof.

“PIK Notes” has the meaning set forth in the preamble.

“PIK Period” means the Plan Effective Date through, but excluding, the date of the sixth and final interest payment on the New Notes that is paid in PIK Notes.

“Plan” has the meaning set forth in the preamble.

“Plan Effective Date” has the meaning set forth in Section 1(a).

“Prohibited Sale” has the meaning set forth in Section 2(a).

“Prospectus” means the prospectus (including, without limitation, any preliminary prospectus, any final prospectus and any prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A, 430B or 430C under the Securities Act) included in the Resale Shelf Registration Statement, as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by the Resale Shelf Registration Statement and by all other amendments and supplements to such prospectus, including all material incorporated by reference in such prospectus and all documents filed after the date of such prospectus by the Company under the Exchange Act and incorporated by reference therein.

“Registration Expenses” has the meaning set forth in Section 4(a).

“Registrable Securities” has the meaning set forth in the preamble.

“Required Holders” has the meaning set forth in Section 1(f).

“Resale Shelf Registration Statement”  has the meaning set forth in Section 1(a).

“Rights Offering” has the meaning set forth in the preamble.

“Securities Act” has the meaning set forth in the preamble.

“Suspension Period” has the meaning set forth in Section 1(d).

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“underwritten offering” means an offering in which Registrable Securities are sold to one or more underwriters (as defined in Section 2(a)(11) of the Securities Act) for resale to the public.

10.Miscellaneous.

(a)Notices.  All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given or made when (a) delivered personally to the recipient, (b) sent by electronic mail or facsimile to the recipient (with hard copy sent to the recipient by reputable overnight courier service (charges prepaid) that same day) if sent by before 5:00 p.m. local time of the recipient on a business day, and otherwise on the next business day, or (c) one business day after being sent to the recipient by reputable overnight courier service (charges prepaid).  Such notices, demands and other communications shall be sent to the Company at the address set forth below and to any other recipient at the address indicated on the Schedule I attached hereto or to such other address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party.  The Company’s address is as follows:

Accuride Corporation
77140 Office Circle

Evansville, IN 47715

Attention:  General Counsel

Facsimile:  (812) 962-5470

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP
Sears Tower, Suite 5800
233 South Wacker Drive
Chicago, IL  60606
Attention:  David S. Heller, Esq.

Bradley Faris, Esq.

Facsimile:  (312) 993-9767

(b)No Inconsistent Agreements.  The Company will hereafter enter into any agreement with respect to its securities which is inconsistent with or violates the rights granted to the Holders of Registrable Securities in this Agreement.

(c)Calculation of Percentage; Securities Held by the Company.  Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Holders of New Notes shall be deemed to be Holders of the number of shares of New Common Stock into which such New Notes may be converted  and Registrable Securities held by the Company or its affiliates (other than Holders of Registrable Securities if such Holders are deemed to be affiliates solely by reason of their holdings of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

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(d)Adjustments Affecting Registrable Securities.  The Company will not take any action, or permit any change to occur, with respect to its securities which would materially and adversely affect the ability of the Holders of Registrable Securities to include such Registrable Securities in the Resale Shelf Registration Statement undertaken pursuant to this Agreement or which would adversely affect the marketability of such Registrable Securities in such registration (including effecting a stock split, combination of shares or other recapitalization).

(e)Remedies.  Any Person having rights under any provision of this Agreement shall be entitled to enforce such rights specifically to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law.  The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or other security) for specific performance and for other injunctive relief in order to enforce or prevent violation of the provisions of this Agreement; provided that the Additional Interest as set forth in Section 5 shall be the exclusive monetary remedy available to the Holders of New Notes for any Registration Default set forth in Section 5.

(f)Amendments and Waivers.  Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement shall be effective against the Company or the Holders unless such modification, amendment or waiver is approved in writing by the Company and the Required Holders.  No failure by any party to insist upon the strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or any other covenant, duty, agreement, or condition, and shall not affect the right of such party thereafter to enforce each and every provision in accordance with its terms.  An amendment or modification of this Agreement to add a party hereto and to grant such party registration rights will be effective against the Company and all Holders of Registrable Securities if such modification, amendment or waiver is approved in writing by the Company and the Required Holders.

(g)Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto (and the Persons specifically identified in Section 6) and their respective successors and assigns.  In addition, and whether or not any express assignment shall have been made, the provisions of this Agreement which are for the benefit of the Holders of Registrable Securities (or any portion thereof) as such shall be for the benefit of and enforceable by any subsequent holder of any Registrable Securities (or of such portion thereof); provided, that such subsequent holder of Registrable Securities shall be required to execute a joinder to this Agreement agreeing to be bound by its terms.

(h)Severability.  Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or the effectiveness or validity of any provision in any other

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jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

(i)Entire Agreement.  Except as otherwise expressly set forth herein, this document embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

(j)Counterparts; Facsimile Signature.  This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same Agreement.  This Agreement may be executed by facsimile signature or by .pdf or similar attachment to electronic mail.

(k)Descriptive Headings.  The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

(l)Governing Law.  All issues and questions concerning the relative rights and obligations of the Company and the Holders under this Agreement and the construction, validity, interpretation and enforceability of this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

(m)Mutual Waiver of Jury Trial.  BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS.  THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(n)Business Days.  If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or legal holiday in the state in which the Company’s chief-executive office is located, the time period shall automatically be extended to the business day immediately following such Saturday, Sunday or legal holiday.

* * * * *

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IN WITNESS WHEREOF, the parties hereto have executed this Registration Agreement as of the day and year first above written.

ACCURIDE CORPORATION
By:	/s/ Stephen A. Martin
	Name: Stephen A. Martin
	Title: Vice President / General Counsel

Appendix A

Notice and Questionnaire

The undersigned beneficial holder of 7.5% Convertible Senior Notes due 2020 (including such notes paid as paid-in-kind interest, the “Notes”) of Accuride Corporation (the “Company”) and/or common stock, par value $0.01 per share, of the Company (including common stock issuable upon the conversion of the Notes) which are Registrable Securities understands that the Company intends to file or has filed with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Resale Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the registration rights agreement (the “Registration Rights Agreement”), among the Company and the Holders named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Registration Rights Agreement.

Each beneficial holder of Registrable Securities (each a “beneficial owner”) is entitled to the benefits of the Registration Rights Agreement. In order to sell, or otherwise dispose of, any Registrable Securities pursuant to the Resale Shelf Registration Statement, a beneficial owner of Registrable Securities generally will be required to be named as a selling securityholder in the related prospectus, deliver a prospectus to purchasers of Registrable Securities and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification provisions as described below). Beneficial owners that do not complete this Notice and Questionnaire and deliver it to the Company as provided below will not be named as selling securityholders in the prospectus and, therefore, will not be permitted to sell any Registrable Securities pursuant to the Resale Shelf Registration Statement.

Certain legal consequences arise from being named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus.

NOTICE

The undersigned beneficial owner (the “Selling Securityholder”) of Registrable Securities hereby gives notice to the Company of its intention to sell or otherwise dispose of Registrable Securities beneficially owned by it and listed below in Item 3 (unless otherwise specified under such Item 3) pursuant to the Resale Shelf Registration Statement. The undersigned, by signing and returning this Notice and Questionnaire, understands that it will be bound by the terms and conditions of this Notice and Questionnaire and the Registration Rights Agreement.

Pursuant to the Registration Rights Agreement, the undersigned has agreed to indemnify and hold harmless the Company’s directors and officers and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), from and against certain

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losses arising in connection with statements concerning the undersigned that are made in the  Resale Shelf Registration Statement or the related prospectus in reliance upon the information provided in this Notice and Questionnaire.

If the Selling Securityholder transfers all or any portion of the Registrable Securities listed in Item 3 below after the date on which such information is provided to the Company, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement.

QUESTIONNAIRE

Please respond to every item, even if your response is “none.” If you need more space for any response, please attach additional sheets of paper. Please be sure to indicate your name and the number of the item being responded to on each such additional sheet of paper, and to sign each such additional sheet of paper before attaching it to this Questionnaire. Please note that you may be asked to answer additional questions depending on your responses to the following questions.

If you have any questions about the contents of this Questionnaire or as to who should complete this Questionnaire, please contact the General Counsel of the Company at telephone number: 812-962-5068.

The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate and complete:

1.Your Identity and Background as the Beneficial Owner of the Registrable Securities.

(a)Your full legal name:

(b)Your business address (including street address) (or residence if no business address), telephone number and facsimile number:

Address:

Telephone No.:

Fax No.:

(c)Are you a broker-dealer registered pursuant to Section 15 of the Exchange Act?

o Yes.

o No.

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(d)If your response to Item 1(c) above is no, are you an “affiliate” of a broker-dealer registered pursuant to Section 15 of the Exchange Act?

o Yes.

o No.

For the purposes of this Item 1(d), an “affiliate” of a registered broker-dealer includes any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such broker-dealer, and does not include any individuals employed by such broker-dealer or its affiliates.

(e)Full legal name of person through which you hold the Registrable Securities (i.e., name of your broker or the DTC participant, if applicable, through which your Registrable Securities are held):

Name of Broker:

DTC No.:

Contact person:

Telephone No.:

2.Your Relationship with the Company.

(a)Have you or any of your affiliates, officers, directors or principal equity holders (owners of 5% or more of the equity securities of the undersigned) held any position or office or have you had any other material relationship with the Company (or its predecessors or affiliates) within the past three years?

o Yes.

o No.

(b)If your response to Item 2(a) above is yes, please state the nature and duration of your relationship with the Company:

3.Your Interest in the Registrable Securities.

(a)State the type and amount of Registrable Securities beneficially owned by you:

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State the CUSIP No(s). of such Registrable Securities beneficially owned by you:

(b)Other than as set forth in your response to Item 3(a) above, do you beneficially own any other securities of the Company?

o Yes.

o No.

(c)If your answer to Item 3(b) above is yes, state the type, the aggregate amount and CUSIP No. of such other securities of the Company beneficially owned by you:

Type:

Aggregate amount:

CUSIP No.:

(d)Did you acquire the securities listed in Item 3(a) above in the ordinary course of business?

o Yes.

o No.

(e)At the time of your purchase of the securities listed in Item 3(a) above, did you have any agreements or understandings, direct or indirect, with any person to distribute the securities?

o Yes.

o No.

(f)If your response to Item 3(e) above is yes, please describe such agreements or understandings:

4.Nature of your Beneficial Ownership.

(a)Check if the beneficial owner set forth in your response to Item 1(a) is any of the below:

(i)A reporting company under the Exchange Act. o

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(ii)A majority-owned subsidiary of a reporting company under the Exchange Act. o

(iii)A registered investment fund under the 1940 Act. o

(b)If the beneficial owner of the Registrable Securities set forth in your response to Item I (a) above is a limited partnership, state the names of the general partner(s) of such limited partnership:

(i)With respect to each general partner listed in Item 4(b) above who is not a natural person and is not publicly-held, name each shareholder (or holder of partnership interests, if applicable) of such general partner. If any of these named shareholders are not natural persons or publicly-held entities, please provide the same information. This process should be repeated until you reach natural persons or a publicly-held entity.

(c)Name your controlling shareholder(s) (the “Controlling Entity”). If the Controlling Entity is not a natural person and is not a publicly-held entity, name each shareholder of such Controlling Entity. If any of these named shareholders are not natural persons or publicly-held entities, please provide the same information. This process should be repeated until you reach natural persons or a publicly-held entity.

(i)(A) Full legal name of Controlling Entity(ies) or natural person(s) who has/have sole or shared voting or dispositive power over the Registrable Securities:

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(B) Business address (including street address) (or residence if no business address), telephone number and facsimile number of such person(s):

Address:

Telephone No.:

Fax No.:

(C) Name of shareholders:

(ii)(A) Full legal name of Controlling Entity(ies):

(B) Business address (including street address) (or residence if no business address), telephone number and facsimile number of such person(s):

Address:

Telephone No.:

Fax No.:

(iii)Name of shareholders:

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5.Plan of Distribution.

Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 pursuant to the Resale Shelf Registration Statement only as follows (if at all): Such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters, broker-dealers or agents, the Selling Securityholder will be responsible for underwriting discounts or commissions or agents’ commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, or (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market. The Selling Securityholder may pledge or grant a security interest in some or all of the Registrable Securities owned by it and, if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the Registrable Securities from time to time pursuant to the prospectus. The Selling Securityholder also may transfer and donate the Registrable Securities in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling securityholder for purposes of the prospectus.

State any exceptions here:

Note: In no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior written agreement of the Company.

The undersigned acknowledges its obligation to comply with the provisions of the Exchange Act and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions.

The undersigned beneficial owner and selling securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the undersigned beneficial owner and selling securityholder against certain liabilities.

In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Resale Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Resale Shelf Registration Statement remains effective.

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All notices to the beneficial owner hereunder and pursuant to the Registration Rights Agreement shall be made in writing to the undersigned at the address set forth in Item 1(b) of this Notice and Questionnaire.

By signing below, the undersigned acknowledges that it is the beneficial owner of the Registrable Securities set forth herein, represents that the information provided herein is accurate, consents to the disclosure of the information contained in this Notice and Questionnaire and the inclusion of such information in the Resale Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Resale Shelf Registration Statement and the related prospectus.

Once this Notice and Questionnaire is executed by the undersigned beneficial owner and received by the Company, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the undersigned beneficial owner. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York, without giving effect to rules governing the conflict of laws.

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

NAME OF BENEFICIAL OWNER:

(Please Print)

Signature:

Date:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO ACCURIDE CORPORATION AS FOLLOWS:

Accuride Corporation
77140 Office Circle

Evansville, IN 47715

Attention:  General Counsel

Facsimile:  (812) 962-5470

With a copy to:

Latham & Watkins LLP
Sears Tower, Suite 5800
233 South Wacker Drive

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Chicago, IL  60606
Attention:  David S. Heller, Esq.

Bradley Faris, Esq.

Facsimile:  (312) 993-9767

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EX-4.4

Exhibit 4.4

EXECUTION COPY

ACCURIDE CORPORATION

WARRANT AGENT AGREEMENT

WARRANT AGENT AGREEMENT, dated as of February 26, 2010 (the “Agreement”), between Accuride Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company LLC, a New York limited liability trust company, as Warrant Agent (the “Warrant Agent”).  Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Form of Warrant attached as Exhibit A hereto.

WHEREAS, a plan of reorganization for the Company and certain of its subsidiaries has been confirmed by the United States Bankruptcy Court for the District of Delaware (the “Plan”);

WHEREAS, pursuant to the Plan, the Company will issue warrants to purchase common stock, $0.01 par value per share (the “Common Stock”), of the Company (the “Warrants”), as hereinafter described to the holders (the “Holders”) of shares of Common Stock as of the record date set forth in the Plan; and

WHEREAS, the Company desires that the Warrant Agent act on behalf of the Company, and the Warrant Agent is willing so to act, in connection with the issuance, transfer, exchange and exercise of the Warrants and other matters as provided herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.               Appointment of Warrant Agent.  The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.

Section 2.               Warrants.

Section 2.1         Form of Warrant.  Each Warrant shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto, the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the president, or any vice president, on the one hand, and the secretary, on the other hand, of the Company and shall bear a facsimile of the Company’s seal.  In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.  Each Warrant shall be dated the date such Warrant was authorized to be transferred by the Company.

Section 2.2         Effect of Countersignature. Unless and until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.

Section 2.3         Registration.

Section 2.3.1          Warrant Register.  The Warrant Agent shall maintain books (“Warrant Register”), for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company.

Section 2.3.2          Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant shall be registered upon the Warrant Register (“registered holder”), as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Section 3.               Terms and Exercise of Warrants.

Section 3.1         Warrant Price.  Each Warrant shall, when countersigned by the Warrant Agent, entitle the registered holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase one fully paid and nonassessable share of Common Stock for each Warrant represented thereby (the “Warrant Shares”) at the initial exercise price (“Warrant Price”) of $2.10 per share, subject to the adjustments provided the Warrant.

Section 3.2         Duration of Warrants.  Warrants may be exercised on or following February 26, 2010 (the “Effective Date”) until February 26, 2012 (the “Termination Date”).

Section 3.3         Exercise of Warrants.

Section 3.3.1          Payment.  A Warrant may be exercised, subject to the terms and conditions of the Warrant and this Agreement, upon surrender to the Company at the office of the Warrant Agent, which is currently located at the address listed in Section 7.2 hereof, with the Exercise Notice as set forth in the Warrant, duly executed, and, if the Warrant is exercised on a cash basis, by payment in full of the Warrant Price as set forth in the Warrant.

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Section 3.3.2          Cashless Exercise.  Upon receipt by the Warrant Agent of any Exercise Notice indicating the Holder’s election to exercise a Warrant on a cashless basis, the Warrant Agent shall promptly notify the Company of such cashless exercise and the Company at its expense shall promptly compute the Net Number (as defined in the Warrant) of Warrant Shares to be issued upon such exercise in accordance with the terms of the Warrant and furnish to the Warrant Agent a certificate setting forth such Net Number of Warrant Shares.

Section 3.3.3          Issuance of Warrant Shares.  Upon exercise of a Warrant, the Warrant Agent shall within a reasonable time notify the Company of such exercise and the Company shall within a reasonable time issue and deliver to the Holder (i) a certificate or certificates for the total number of Warrant Shares (or the Net Number of Warrant Shares, as applicable) for which the Warrant is being exercised in the name of such Holder or its designee and (ii) if the Warrant is exercised with respect to fewer than all of the Warrant Shares represented by the Warrant, a new Warrant representing the number of Warrant Shares in respect of which the Warrant has not been exercised.  The Warrant Shares will be deemed to have been issued, and the person in whose name any certificate representing Warrant Shares will be issuable upon the exercise of the Warrant (as indicated in the Exercise Notice) will be deemed to have become the holder of record of (and will be treated for all purposes as the record holder of) the Warrant Shares represented thereby, immediately prior to the close of business on the Business Day upon which the Warrant is exercised in accordance with the terms hereof.  The issuance of certificates for Warrant Shares upon the exercise of a Warrant will be made without charge to the Holder for any issuance tax in respect thereof; provided, however, that the Company will not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the Holder.  The Company shall not close its books against the transfer of any Warrant or any Warrant Shares issued or issuable upon the exercise of such Warrant in any manner which interferes with the timely exercise of any Warrant.

Section 3.3.4          Valid Issuance.  All Warrant Shares issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid and nonassessable.

Section 4.Adjustments.  The number of Warrant Shares issuable upon the exercise of a Warrant and the Warrant Price shall be adjusted upon the occurrence of certain events, as provided in the Warrant.

Section 4.1         Certificate as to Adjustments.  Upon the occurrence of each anti-dilution adjustment (or readjustment) pursuant to the antidilution provisions of the Warrants, the Company at its expense shall promptly compute such adjustment or readjustment in accordance with the terms thereof and furnish to the Warrant Agent a certificate setting forth such adjustment or readjustment and showing in reasonable detail the facts upon which such adjustment is based.

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Section 5.               Transfer and Exchange of Warrants.

Section 5.1         Registration of Transfer.  The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by written notice to the Company at the office of the Warrant Agent in the form described in the Warrant (the “Transfer Notice”).  Upon any such transfer, a new Warrant or Warrants representing an equal aggregate number of Warrants shall be issued in accordance with the Transfer Notice and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.

Section 5.2         Procedure for Surrender of Warrants.  Warrants may be surrendered to the Warrant Agent, together with the Transfer Notice, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the registered holder of the Warrants so surrendered, representing an equal aggregate number of Warrants.

Section 5.3         Service Charges.  No service charge shall be made for any exchange or registration of transfer of Warrants.

Section 5.4         Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.

Section 6.               Concerning the Warrant Agent and Other Matters.

Section 6.1         Payment of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of Warrant Shares upon the exercise of Warrants, but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or Warrant Shares.

Section 6.2         Resignation, Removal, Consolidation, or Merger of Warrant Agent.

Section 6.2.1          Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving 90 days’ written notice to the Company.  The Company may remove the Warrant Agent upon 60 days’ written notice of termination to the Warrant Agent.  If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent.  If the Company shall fail to make such appointment within a period of 60 days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of the Warrant (who

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shall, with such notice, submit his Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost.  Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation or other entity organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority.  After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.

Section 6.2.2          Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent not later than the effective date of any such appointment.

Section 6.2.3          Merger or Consolidation of Warrant Agent.  Any corporation into which the Warrant Agent may be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement without any further act.

Section 6.3         Fees and Expenses of Warrant Agent.

Section 6.3.1          Remuneration.  The Company agrees to pay the Warrant Agent the fees outlined on Schedule A attached hereto and will reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.

Section 6.3.2          Further Assurances.  The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Agreement.

Section 6.4         Liability of Warrant Agent.

Section 6.4.1          Reliance on Company Statement.  Whenever in the performance of its duties under this Warrant Agreement, the Warrant Agent shall deem it

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necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the president, any vice president or the general counsel of the Company and delivered to the Warrant Agent.  The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.

Section 6.4.2          Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith.  The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in connection with this Agreement except as a result of the Warrant Agent’s gross negligence, willful misconduct, or bad faith.

Section 6.4.3          Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the Warrant or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Warrant Shares to be issued pursuant to this Agreement or any Warrant or as to whether any Warrant Shares will when issued be valid and fully paid and nonassessable.

Section 6.5         Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently account for, and pay to the Company, all moneys received by the Warrant Agent for the purchase of shares of the Company’s Common Stock through the exercise of Warrants.

Section 7.               Miscellaneous.

Section 7.1         Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.

Section 7.2         Notices. Any notice, statement or demand authorized by this Warrant Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days after deposit of such

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notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows:

Accuride Corporation
77140 Office Circle

Evansville, IN 47715

Attention:  General Counsel
Facsimile:  (812) 962-5470

American Stock Transfer & Trust Co LLC
59 Maiden Lane
New York, N.Y. 10038

Attention:  Corporate Secretary

Section 7.3         Applicable Law.  The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflict of laws.

Section 7.4         Examination of the Warrant Agent Agreement.  A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent for inspection by the registered holder of any Warrant.  The Warrant Agent may require any such holder to submit his Warrant for inspection by it.

Section 7.5         Counterparts.  This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

Section 7.6         Effect of Headings.  The Section headings herein are for convenience only and are not part of this Warrant Agreement and shall not affect the interpretation thereof.

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

COMPANY:
ACCURIDE CORPORATION
By:	/s/ Stephen A. Martin
Name:	Stephen A. Martin
Title:	Vice President / General Counsel
WARRANT AGENT:
AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
By:	/s/ Isaac J. Kagan
Name:	Isaac J. Kagan
Title:	Vice President

Exhibit A

[Form of Warrant]

[See Attached]

Schedule A

Warrant Agent Fees:

Initial Issuance Fee:	$	3,500.00
Monthly Fee:	$	1,000.00

EX-4.5

Exhibit 4.5

FORM OF WARRANT

TO PURCHASE SHARES OF COMMON STOCK

of

ACCURIDE CORPORATION

A Delaware Corporation

Warrant No.               

Number of Warrants:            
Date:                , 2010 (the “Effective Date”)

CUSIP No. 00439T 115

VOID AFTER           , 2012

This certifies that, for value received, [                     ] (the “Holder”) is the registered holder of [        ] warrants (the “Warrants”) and is thereby entitled to purchase from Accuride Corporation, a Delaware corporation (the “Company”), subject to the terms and conditions set forth herein and in the Warrant Agent Agreement, dated as of [              ], 2010 between the Company and American Stock Transfer & Trust Company LLC, as Warrant Agent (the “Warrant Agent Agreement”), one fully paid and nonassessable share of common stock, par value $0.01 per share (the “Common Stock”), of the Company for each Warrant represented hereby (the “Warrant Shares”) at the initial exercise price (“Warrant Price”) of $2.15 per share at any time and from time to time, until the Termination Date (as defined in Section 5 below).  The Warrant Price and the number of Warrant Shares that may be purchased upon exercise of the Warrants are subject to adjustment pursuant to Section 4 hereof.  The terms and conditions set forth in the Warrant Agent Agreement are incorporated by reference in and made a part of this Warrant.

1.             Exercise.

(a)           Cash Exercise.  Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder from time to time on or after the Effective Date and on or prior to the Termination Date, in whole or in part, upon delivery of a written notice in the form attached hereto as Exhibit A (the “Exercise Notice”) to the Company, at the office of the Warrant Agent, together with this Warrant and delivery of payment to the Warrant Agent by (i) cash, (ii) wire transfer of immediately available funds to a bank account that shall have been specified in writing for such purpose by the Warrant Agent, (iii) a certified or bank check payable to the Warrant Agent, or (iv) a combination of the foregoing, for the aggregate Warrant Price of the Warrant Shares so purchased.

(b)           Cashless Exercise.  In lieu of exercising this Warrant on a cash basis pursuant to Section 1(a) hereof, subject to the terms and conditions hereof, the Holder may elect instead to exercise this Warrant from time to time, on or after the Effective Date and on or prior to the Termination Date, in whole or in part, on a cashless basis to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”):

Net Number = (X x Y) — (X x Z)

                        Y

For purposes of the foregoing formula:

X = the total number of Warrant Shares with respect to which this Warrant is then being exercised.

Y = the Market Price of the shares of Common Stock as of the Business Day immediately preceding the date of receipt of the Exercise Notice by the Company.

Z = the Warrant Price then in effect for the applicable Warrant Shares at the time of such exercise.

To effect a Cashless Exercise, the Holder shall deliver to the Company, at the office of the Warrant Agent, the Exercise Notice indicating the Holder’s election to exercise this Warrant on a cashless basis and this Warrant.

(c)           Market Price; Business Day.  For purposes of this Section 1, the “Market Price” of the shares of the Common Stock on any particular date shall have the following meaning: (i) if the Common Stock is listed for trading on a national securities exchange, the last sale price of the Common Stock reported by such exchange on that date; (ii) if the Common Stock is not listed on any such exchange and the Common Stock is traded in the over-the-counter market, the last price reported by the OTC Bulletin Board on that date; (iii) if the Common Stock is not listed on any such exchange or quoted on the OTC Bulletin Board, then the last price quoted on such date in the over-the-counter market as reported by the National Quotation Bureau Incorporated (or any similar organization or agency succeeding its functions of reporting prices) on that date; or (iv) if none of clauses (i)-(iii) are applicable, then the fair market value of the Common Stock as determined, in good faith, by the Board of Directors of the Company.  As used herein, “Business Day” means any day other than (i) a Saturday, (ii) a Sunday, (iii) any day on which commercial banks in New York, New York are required or authorized to close by law or executive order, and (iv) the Friday after Thanksgiving Day.

(d)           Issuance of Warrant Shares Upon Exercise.  Upon exercise of this Warrant, the Company shall within a reasonable time issue and deliver to the Holder (i) a certificate or certificates for the total number of Warrant Shares (or the Net Number of Warrant Shares, as applicable) for which this Warrant is being exercised in the name of such Holder or its designee and (ii) if this Warrant is exercised with respect to fewer than all of the Warrant Shares represented by this Warrant, a new Warrant representing the number of Warrant Shares in respect of which this Warrant has not been exercised.  The Warrant Shares will be deemed to have been issued, and the person in whose name any certificate representing Warrant Shares will be issuable upon the exercise of this Warrant (as indicated in the Exercise Notice) will be deemed to have become the holder of record of (and will be treated for all purposes as the record holder of) the Warrant Shares represented thereby, immediately prior to the close of business on the Business Day upon which this Warrant is exercised in accordance with the terms hereof.  The issuance of certificates for Warrant Shares upon the exercise of this Warrant will be made without charge to the Holder for any issuance tax in respect thereof; provided, however, that the

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Company will not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the Holder.  The Company shall not close its books against the transfer of this Warrant or any Warrant Shares issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant.

(e)           Fractional Shares.  Upon the exercise of the rights represented by this Warrant, the Company will not be obligated to issue fractional shares of Common Stock, and in lieu thereof, the Company will pay to the Holder an amount in cash equal to the Market Price per share of Common Stock as of the Business Day immediately preceding the date of receipt of the Exercise Notice by the Company multiplied by such fraction (rounded to the nearest cent).

(f)            Notice of Certain Events.  The Company will provide the Holder with written notice at least 10 days prior to the date on which the Company closes its books or takes a record date (i) with respect to any dividend or distribution of any cash, assets, securities or other property or rights upon the Common Stock or (ii) for determining rights to vote with respect to any reclassification, merger, consolidation, sale or conveyance to another entity of all or substantially all of the property of the Company, in each case which is effected in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock.

2.             Representations and Warranties of Company.  The Company represents and warrants to the Holder as follows:

(a)           The Company has the requisite corporate power and authority to enter into this Warrant and to perform its obligations hereunder.  The execution and delivery of this Warrant and the performance by the Company of its obligations hereunder have been duly authorized by all necessary corporate action on the part of the Company.  This Warrant has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity.

(b)           The execution and delivery of this Warrant and the performance by the Company of its obligations does and will not conflict with, or result in a breach or violation of the terms, conditions or provisions of, or constitute a default (or an event with which the giving of notice or passage of time or both could result in default) under, or result in the creation or imposition of any lien pursuant to the terms of the certificate of incorporation and bylaws of the Company, as amended to date.

(c)           The Warrant Shares to be issued upon exercise of the Warrants, when issued as contemplated by this Warrant, will be duly authorized, validly issued, fully paid and nonassessable.

(d)           The Company will at all times reserve and keep available, solely for issuance upon the exercise of this Warrant, such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.

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3.             Warrant Register; Transfer of Warrants.

(a)           The Company shall cause the Warrant Agent to maintain at its office (or such office or agency of the Company as the Company may designate by notice to the Holder), a register for this Warrant (the “Warrant Register”), in which the Warrant Agent shall record the name and address of the Holder in whose name this Warrant has been issued, as well as the name and address of each transferee. The Company may treat the Holder in whose name any Warrant is registered on the Warrant Register as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any transfers made in accordance with the terms of this Warrant

(b)           This Warrant may be transferred, in whole or in part, to any person or entity upon presentation of this Warrant and written notice to the Company at the office of the Warrant Agent (or such office or agency of the Company as the Company may designate in writing to the Holder), in the form attached hereto as Exhibit B (the “Transfer Notice”).  Upon such presentation for transfer, the Company shall within a reasonable time execute and deliver or issue a new Warrant in the form provided for herein with appropriate adjustments to the number of Warrant Shares and such other provisions hereof as may require adjustment and in the denominations specified in such instructions.  The Holder requesting such transfer shall pay all expenses, taxes, and other charges payable in connection with the preparation, issuance, and delivery of the new Warrant(s) under this Section 3.

4.             Antidilution.  The number of Warrant Shares issuable upon the exercise of this Warrant and the Warrant Price shall be adjusted upon the occurrence of certain events, as follows:

(a)           Stock Splits, Capital Stock Dividends, Combinations and Consolidations of Common Stock.  In the event of a stock split, capital stock dividend, subdivision or other similar event of or in respect of the outstanding shares of Common Stock, the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such stock split, capital stock dividend or subdivision will be proportionately increased and the Warrant Price then in effect will be proportionately decreased, effective at the close of business on the date of such stock split, capital stock dividend or subdivision, as the case may be.  Conversely, in the event of a reverse stock split, combination, consolidation or other similar event of or in respect of the outstanding shares of Common Stock, the number of Warrant Shares issuable upon the exercise of this Warrant immediately prior to such reverse stock split, combination, consolidation or other similar event will be proportionately decreased and the Warrant Price will be proportionately increased, effective at the close of business on the date of such reverse stock split, combination, consolidation or other similar event, as the case may be.

(b)           Reclassifications.  In the event of a reclassification of the Common Stock of the Company (other than as a result of a subdivision, stock dividend, stock split, or other event for which an adjustment is made under Section 4(a)), provision shall be made so that the Holder will have the right to exercise this Warrant, and the Holder shall thereafter be entitled to receive upon exercise, in lieu of the shares of Common Stock previously issuable upon exercise of this Warrant, the same number and type of shares of stock or other securities, assets or property to which a holder of the number of shares of Common Stock deliverable upon exercise of this

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Warrant immediately prior to such reclassification would have been entitled to receive in such reclassification.  In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4 with respect to the rights of the Holder after the reclassification to the end that the provisions of this Section 4 (including adjustment of the Warrant Price then in effect and the number of Warrant Shares issuable upon exercise of this Warrant) shall be applicable after that event and be as nearly equivalent as practicable.  The provisions of this Section 4(b) shall similarly apply to successive reclassifications of Common Stock.

(c)           Mergers or Consolidations.  In the event of (i)  the merger or consolidation of the Company with or into another corporation or another entity or person, or (ii) a sale or conveyance to another entity of all or substantially all of the property of the Company, as a part of such merger, consolidation, sale or conveyance, provision shall be made so that the Holder will have the right to exercise this Warrant, and the Holder shall thereafter be entitled to receive upon exercise, the same number and type of shares of stock or other securities, assets or property to which a holder of the number of shares of Common Stock deliverable upon exercise of this Warrant immediately prior to such merger, consolidation, sale or conveyance would have been entitled to receive in such merger, consolidation, sale or conveyance.  In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4 with respect to the rights of the Holder after the merger, consolidation, sale or conveyance to the end that the provisions of this Section 4 (including adjustment of the Warrant Price then in effect and the number of Warrant Shares issuable upon exercise of this Warrant) shall be applicable after that event and be as nearly equivalent as practicable.  The provisions of this Section 4(c) shall similarly apply to successive mergers or consolidations.

(d)           Certificate as to Adjustments.  Upon the occurrence of each anti-dilution adjustment (or readjustment) pursuant to this Section 4, the Company at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to the Holder a certificate setting forth such adjustment or readjustment and showing in reasonable detail the facts upon which such adjustment is based.  The Company shall, upon the written request at any time of the Holder, furnish or cause to be furnished to the Holder a like certificate setting forth the Warrant Price of this Warrant at the time in effect, and the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the exercise of this Warrant.

5.             Termination Date.  This Warrant may not be exercised after 5:00 p.m., New York time, on [                   ] (the “Termination Date”) and all rights of the registered holder of the Warrants evidenced hereby shall cease after 5:00 P.M., New York time, on the Termination Date.

6.             Noncircumvention.  The Company hereby covenants and agrees that the Company will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder.

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7.             Governing Law.  This Warrant shall be governed by and construed in accordance with the law of the State of New York.

8.             Waiver and Amendment.  Any term or provision of this Warrant may be waived at any time by the party entitled to the benefits thereof and any term or provision of this Warrant may be amended or supplemented at any time by agreement of the Company and the Holder.  Any waiver of any term or condition, or any amendment or supplementation, of this Warrant must be in writing.  A waiver of any breach or failure to enforce any term or condition of this Warrant shall not in any way affect, limit, or waive any party’s rights hereunder at any time to enforce strict compliance thereafter with any term or condition of this Warrant.

9.             Severability.  In the event that any one or more of the provisions contained in this Warrant shall be determined to be invalid, illegal or unenforceable in any respect for any reason, the validity, legality, and enforceability of any such provision in any other respect and the remaining provisions of this Warrant shall not be in any way impaired.

10.           Notice.  Any notice or other document required or permitted to be given or delivered to the Company or to the Holder shall be delivered personally, or sent by certified or registered mail to the respective addresses of the parties as set forth in this Section 10 or on the register maintained by the Warrant Agent, or, as to each party, as such other address as will be designated by such party in a written notice to the other party.  Notices to the Company will be directed to the office of the Warrant Agent.  Any party hereto may by notice so given change its address for future notice hereunder.

11.           Holder of Warrant not a Stockholder.  The Holder will not be entitled to vote on matters submitted for the approval or consent of the stockholders of the Company or to receive dividends or other distributions declared on or in respect of shares of Common Stock, or otherwise be deemed to be the holder of Common Stock or any other capital stock or other securities of the Company which may at any time be issuable upon the exercise of this Warrant for any purpose, nor will anything contained herein be construed to confer upon the Holder any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted for the approval or consent of the stockholders, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, merger or consolidation, conveyance, or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise, in each case, until this Warrant shall have been exercised and the Warrant Shares issuable upon the exercise of this Warrant will have become deliverable as provided herein.

12.           Loss, Destruction, Etc., of Warrant.  In the event this Warrant is lost, stolen, destroyed, or mutilated, the Company will cause the Warrant Agent to issue to the Holder a new Warrant, of like tenor, in lieu of such lost, stolen, destroyed, or mutilated Warrant, upon the Company’s receipt of, (i) in the case of a lost, stolen, or destroyed Warrant, an affidavit satisfactory to the Company from the Holder to that effect and indemnity or security satisfactory to the Company, and (ii) in the case of a mutilated Warrant, the mutilated Warrant.

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THIS WARRANT HAS BEEN, AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED PURSUANT TO THE EXERCISE OF THIS WARRANT (THE “WARRANT SHARES,” AND TOGETHER WITH THIS WARRANT, THE “SECURITIES”) WILL BE, ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SECTION 1145 OF THE BANKRUPTCY REFORM ACT OF 1978, AS AMENDED (THE “BANKRUPTCY CODE”). THE SECURITIES MAY BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), PROVIDED THAT THE HOLDER IS NOT DEEMED TO BE AN UNDERWRITER AS SUCH TERM IS DEFINED IN SECTION 1145(b) OF THE BANKRUPTCY CODE. IF THE HOLDER IS DEEMED TO BE AN UNDERWRITER AS SUCH TERM IS DEFINED IN SECTION 1145(b) OF THE BANKRUPTCY CODE, THEN THE SECURITIES MAY ONLY BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED UPON REGISTRATION UNDER THE SECURITIES ACT OR RECEIPT OF AN OPINION OF COUNSEL SATISFACTORY TO ACCURIDE CORPORATION AND ITS COUNSEL THAT SUCH DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY OR THE WARRANT AGENT AS A CONDITION PRECEDENT TO THE SALE, PLEDGE OR OTHER TRANSFER OF ANY INTEREST IN ANY OF THE SHARES REPRESENTED BY THIS WARRANT

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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officers on this        day of           , 2010.

By:	By:
Name:	Name:
Title: President	Title: Secretary

Countersigned:

American Stock Transfer & Trust Company LLC

59 Maiden Lane

New York, N.Y. 10038

By:

Name:

Title:

EXHIBIT A

EXERCISE NOTICE

TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

WARRANT TO PURCHASE COMMON STOCK

ACCURIDE CORPORATION

The undersigned holder hereby exercises the right to purchase                         of the shares of Common Stock (“Warrant Shares”) of Accuride Corporation, a Delaware corporation (the “Company”), evidenced by the attached Warrant to Purchase Common Stock (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.

1. Form of Warrant Price. The Holder intends that payment of the Warrant Price shall be made as:

o            a “Cash Exercise” with respect to                        Warrant Shares; and/or

o            a “Cashless Exercise” with respect to                         Warrant Shares.

2. Payment of Warrant Price. In the event that the holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto, the holder shall pay the aggregate Warrant Price in the sum of $ to the Company in accordance with the terms of the Warrant.

3. Delivery of Warrant Shares. The Company shall deliver to the holder                     Warrant Shares in accordance with the terms of the Warrant.

Date:                         ,

Name of Registered Holder
By:
	Name:
	Title:

EXHIBIT B

TRANSFER NOTICE

For value received, the undersigned holder hereby sells, assigns and transfers all of the undersigned holder’s rights under the attached Warrant to Purchase Common Stock with respect to the number of shares of Common Stock of Accuride Corporation, a Delaware corporation, set forth below unto:

Name(s) of Assignee(s) Address No. of Shares Tax ID No.

Date:                          ,          

Name of Registered Holder

By:
	Name:
	Title:

EX-10.1

Exhibit 10.1

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of February 26, 2010

Among

ACCURIDE CORPORATION

and

ACCURIDE CANADA INC.,
as Borrowers

and

THE INITIAL LENDERS NAMED HEREIN,
as Initial Lenders

and

DEUTSCHE BANK TRUST COMPANY AMERICAS.,
as Administrative Agent

and

DEUTSCHE BANK SECURITIES INC.,
as Lead Arranger

Table of Contents

		Page
ARTICLE I	Definitions And Accounting Terms	3
Section 1.01	Certain Defined Terms	3
Section 1.02	Computation of Time Periods	31
Section 1.03	Accounting Terms	31
Section 1.04	Currency Equivalent	31
Section 1.05	Uniform Commercial Code	31
ARTICLE II	Amounts and Terms of the Advances	31
Section 2.01	The Advances	31
Section 2.02	Repayment of Advances	32
Section 2.03	Prepayments	32
Section 2.04	Interest	35
Section 2.05	Fees	36
Section 2.06	Conversion of Advances	36
Section 2.07	Increased Costs, Etc.	37
Section 2.08	Payments and Computations	39
Section 2.09	Taxes	41
Section 2.10	Sharing of Payments, Etc.	45
Section 2.11	Defaulting Lenders	46
Section 2.12	Letters of Credit	47
ARTICLE III	[RESERVED]	50
ARTICLE IV	Representations and Warranties	50
Section 4.01	Representations and Warranties of Each Borrower	50
ARTICLE V	Covenants of the Borrowers	58
Section 5.01	Affirmative Covenants	58
Section 5.02	Negative Covenants	63
Section 5.03	Reporting Requirements	72
Section 5.04	Financial Covenants	77
ARTICLE VI	Guaranty	78
Section 6.01	Guaranty	78
Section 6.02	Guaranty Absolute	78
Section 6.03	Waivers and Acknowledgments	80
Section 6.04	Subrogation	81
Section 6.05	Continuing Guaranty; Assignments	82

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Table of Contents

(continued)

		Page
ARTICLE VII	Events of Default	82
Section 7.01	Events of Default	82
Section 7.02	Application of Funds	84
ARTICLE VIII	The Administrative Agent	85
Section 8.01	Authorization and Action	85
Section 8.02	Administrative Agent’s Reliance, Etc.	86
Section 8.03	DBTCA and Affiliates	87
Section 8.04	Lender Party Credit Decision	87
Section 8.05	Indemnification	87
Section 8.06	Successor Administrative Agents	89
Section 8.07	Lead Arranger	90
Section 8.08	Collateral Matters	90
Section 8.09	Delivery of Information	90
ARTICLE IX	Miscellaneous	91
Section 9.01	Amendments, Etc.	91
Section 9.02	Notices, Etc.	92
Section 9.03	No Waiver; Remedies	92
Section 9.04	Costs, Expenses	93
Section 9.05	Right of Set-off	94
Section 9.06	Binding Effect	94
Section 9.07	Assignments and Participations	94
Section 9.08	Replacements of Lenders Under Certain Circumstances	98
Section 9.09	Execution in Counterparts	98
Section 9.10	No Liability of the Issuing Bank	98
Section 9.11	Confidentiality	99
Section 9.12	Release of Collateral	99
Section 9.13	USA Patriot Act	100
Section 9.14	Jurisdiction, Etc.	100
Section 9.15	Judgment	100
Section 9.16	Reference to and Effect on the Loan Documents	101
Section 9.17	Governing Law	101
Section 9.18	Waiver of Jury Trial	101
Section 9.19	Confirmation Order; Binding Effect	101

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Table of Contents

SCHEDULES
Schedule I	—	Commitments and Applicable Lending Offices
Schedule II	—	Subsidiary Guarantors
Schedule III	—	Letters of Credit
Schedule 4.01(b)	—	Subsidiaries
Schedule 4.01(d)	—	Government and Third Party Approvals
Schedule 4.01(l)	—	Reportable Events and Specified Underfunded Plans
Schedule 4.01(m)	—	Environmental Issues
Schedule 4.01(r)	—	Surviving Debt
Schedule 4.01(s)	—	Owned Real Property
Schedule 4.01(t)	—	Leased Real Property
Schedule 4.01(u)	—	Leases of Real Property
Schedule 4.01(v)	—	Intellectual Property
Schedule 5.02(a)	—	Existing Liens
Schedule 5.02(e)	—	Existing Investments
EXHIBITS
Exhibit A-1	—	Form of U.S. Lender Note
Exhibit A-2	—	Form of Canadian Lender Note
Exhibit B	—	Form of Assignment and Acceptance
Exhibit C	—	Form of Mortgage

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FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 26, 2010 (this “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 listed on the signature pages hereof as lenders (the “Initial Lenders”), CITIBANK, N.A., as the existing issuing bank (the “Existing Issuing Bank”), DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), as administrative agent (together with any successor appointed pursuant to Article VIII, the “Administrative Agent”) for the Lender Parties (as hereinafter defined), and DEUTSCHE BANK SECURITIES INC. as lead arranger (the “Lead Arranger”) for the Lender Parties.

PRELIMINARY STATEMENTS:

(1)The Borrowers entered into the Fourth Amended and Restated Credit Agreement, dated as of January 31, 2005 as amended, modified or supplemented up to, but not including, the Petition Date (the “Existing Credit Agreement”), with the banks, financial institutions and other institutional lenders party thereto as lenders, Citibank, N.A., as initial issuing bank, Citicorp as swing line Bank and as administrative agent, Citigroup Global Markets Inc. and Lehman Brothers Inc. as joint lead arrangers and joint book-runners, Lehman Commercial Paper Inc. as syndication agent, and DBTCA as documentation agent.

(2)Pursuant to the Existing Credit Agreement (i) Canadian Revolving Credit Commitments (as defined therein) were extended to the Canadian Borrower, (ii) U.S. Revolving Credit Commitments (as defined therein) were extended to the U.S. Borrower, (iii) a Letter of Credit Commitment (as defined therein) was extended to the U.S. Borrower, (iv) a Swing Line Facility (as defined therein) was provided to the U.S. Borrower and (v) Term Commitments (as defined therein) were extended to the U.S. Borrower.

(3)Citicorp, DBTCA, the Borrowers and each Subsidiary Guarantor entered into the Resignation and Assignment Agreement, pursuant to which Citicorp resigned and was succeeded by DBTCA as Administrative Agent for the lenders party to the Existing Credit Agreement and the Secured Parties under the Collateral Documents.

(4)The Borrowers, the Subsidiary Guarantors and certain of the Lenders entered into the Fourth Amendment and Canadian Forbearance Agreement, dated as of October 8, 2009 (the “Fourth Amendment and Canadian Forbearance Agreement”).  As a result of entering into the Fourth Amendment and Canadian Forbearance Agreement, the Canadian Borrower was not required to commence voluntary proceedings under the Companies’ Creditors Arrangement Act (Canada) following the occurrence of Events of Default under the Existing Credit Agreement arising from the Bankruptcy Filings.

(5)The U.S. Borrower and the Subsidiaries of the U.S. Borrower that are Subsidiary Guarantors on the date of this Agreement (collectively, and together with the U.S. Borrower, the “Debtors”) commenced voluntary cases under Chapter 11 of the Bankruptcy Code

(Case Nos. 09-13450 through 09-13469, inclusive, which have been administratively consolidated as Chapter 11 Case No. 09-13449 (collectively, the “Bankruptcy Filings”)) in the Bankruptcy Court on October 8, 2009 (the “Petition Date”).

(6)As a result of the Bankruptcy Filings, the Canadian Revolving Credit Commitments and the U.S. Revolving Credit Commitments were terminated under the Existing Credit Agreement.

(7)On February 18, 2010, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Joint Plan of Reorganization for Accuride Corporation, et al. (as in effect on the Effective Date, the “Plan of Reorganization”).

(8)Pursuant to the Plan of Reorganization, proceeds from the issuance of the New Senior Convertible Notes will be used to repay, among other things, in full the Last Out Term Advances on the occurrence of the effective date of the Plan of Reorganization (the “Effective Date”).  With respect to interest accrued but not paid in cash on the Last Out Term Advances until the Effective Date, the Last Out Term Lenders will be deemed to make on the Effective Date a borrowing to the U.S. Borrower of PIK Advances in an amount equal to the paid in kind interest accrued on the Last Out Term Advances.

(9)Pursuant to the Plan of Reorganization, the outstanding Advances under (and as defined in) the Existing Credit Agreement will continue to be classified as indebtedness of the U.S. Borrower and will be maintained as Existing Advances hereunder and certain of the outstanding Letters of Credit under (and as defined in) the Existing Credit Agreement will be maintained as Letters of Credit hereunder.

(10)Pursuant to the Plan of Reorganization, certain payment obligations of the U.S. Borrower in respect of certain hedge agreements that were terminated will be classified as indebtedness of the U.S. Borrower and the Hedging Lenders will be deemed to make on the Effective Date a borrowing to the U.S. Borrower of Hedging Advances in an amount equal to such payment obligations.

(11)Pursuant to the Consent, the parties hereto have agreed to amend and restate the Existing Credit Agreement as provided herein to implement the terms of the Plan of Reorganization as it relates to the Existing Credit Agreement.

Capitalized terms used but not defined in the foregoing Preliminary Statements have the meanings ascribed to such terms in Section 1.01.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, the parties hereto hereby agree that the Existing Credit Agreement is amended and restated in its entirety to read as follows:

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ARTICLE I

Definitions And Accounting Terms

Section 1.01  Certain Defined Terms.  As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Accuride Mexican Pledge Agreement” means the Pledge of Shares Agreement, dated as of June 13, 2003, between the U.S. Borrower and Citicorp, in its capacity as the Administrative Agent, for the benefit of the Secured Parties, as amended by the Accuride Mexico Confirmation and Amendment and as assigned by the Accuride Mexico Assignment and Substitution Agreement.

“Accuride Mexico Assignment and Substitution Agreement” means the Assignment and Substitution Agreement, dated as of August 14, 2009, by and between Citicorp, in its capacity as the resigning administrative agent, and DBTCA, in its capacity as the successor administrative agent.

“Accuride Mexico Confirmation and Amendment” means the Confirmation and Amendment Agreement, dated as of January 31, 2005, between the U.S. Borrower and Citicorp, in its capacity as Administrative Agent.

“Administrative Agent” has the meaning specified in the recital of parties to this Agreement.

“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 Party.

“Advance” means a U.S. Loan Advance, a Canadian Advance or a U.S. Letter of Credit Advance.

“Affiliate” means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person (or, in the case of any Lender Party which is an investment fund, (a) the investment advisor thereof, and (b) any other investment fund having the same investment advisor), or is a director or officer of such Person.  For purposes of this definition, the term “control” (including the terms “controlling,” “controlled by” and “under common control with”) of a Person means the possession, direct or indirect, of the power to vote 10% or more of the Voting Stock of such Person or to direct or cause the direction of the management and policies of such Person, whether through the ownership of Voting Stock, by contract or otherwise.

“Agreement” has the meaning specified in the recital of parties to this Agreement.

“Anti-Terrorism Laws” means:

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(a)the Executive Order No. 13224 of September 23, 2001, Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten To Commit, or Support Terrorism (the “Executive Order”);

(b)the USA Patriot Act;

(c)the Money Laundering Control Act of 1986, Public Law 99-570;

(d)the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., and the Trading with the Enemy Act, 50 U.S.C. App. §§ 1 et seq., and any Executive Order or regulation promulgated thereunder and administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury;

(e)Part II.1 of the Criminal Code (Canada);

(f)the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada);

(g)the Regulations Implementing the United Nations Regulations on Suppression of Terrorism (Canada);

(h)United Nations Al-Qaida and Taliban Regulations (Canada); and

(i)any similar law enacted in the United States of America or Canada subsequent to the date of this Agreement.

“Applicable Lending Office” means, with respect to (a) each Canadian Lender, such Lender’s Canadian Lending Office in the case of a Base Rate Advance and such Lender’s Eurodollar Lending Office in the case of a Eurodollar Rate Advance and (b) each U.S. Lender, such Lender’s Domestic Lending Office in the case of a Base Rate Advance and such Lender’s Eurodollar Lending Office in the case of a Eurodollar Rate Advance.

“Applicable Margin” means, for all Advances, a percentage per annum equal to (a) 6.75% per annum in the case of Eurodollar Rate Advances and (b) 5.75% per annum in the case of Base Rate Advances.

“Applicable Rate” has the meaning specified in Section 2.08(d).

“Appropriate Borrower” means (a) with respect to the Canadian Facility, the Canadian Borrower and (b) with respect to the U.S. Loan Facility and the U.S. Letter of Credit Facility, the U.S. Borrower.

“Appropriate Lender” means, at any time, with respect to (a) the Canadian Facility, a Canadian Lender, (b) the U.S. Loan Facility, a U.S. Lender, and (c) the U.S. Letter of Credit Facility, a U.S. Letter of Credit Lender.

“Assignment and Acceptance” means an assignment and acceptance entered into by a Lender Party and an Eligible Assignee, and accepted by the Administrative Agent and the

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Appropriate Borrower, in accordance with Section 9.07 and in substantially the form of Exhibit B hereto.

“Assumption Agreement” means an assumption agreement, substantially in the form of Annex 1 to the Guarantee and Collateral Agreement.

“Available LC Amount” means, with respect to any Letter of Credit outstanding at any time, the maximum amount available to be drawn under such Letter of Credit at such time (assuming compliance at such time with all conditions to drawing).

“Bankruptcy Code” means the United States Bankruptcy Code (11 U.S.C. §101 et seq.), as amended from time to time.

“Bankruptcy Court” means the United States Bankruptcy Court for the District of Delaware, or any other court having jurisdiction over the Bankruptcy Filings from time to time.

“Bankruptcy Filing” has the meaning specified in Preliminary Statement (5).

“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 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 preceding such day; provided that the determination of the Eurodollar Rate shall disregard (A) the rounding requirement set forth in the definition of Eurodollar Rate and (B) the last sentence of such definition.  Notwithstanding the foregoing, the Base Rate shall not be less than 4.00% per annum.

“Base Rate Advance” means an Advance that bears interest as provided in Section 2.04(a)(i).

“Borrowers” has the meaning specified in the recital of parties to this Agreement.

“Borrowing” means all Advances of the same Type converted or continued on the same day.

“Bostrom Mexican Pledge Agreement” means the Pledge of Shares Agreement, dated as of April 18, 2005, between Bostrom Seating, Inc. and Citicorp, in its capacity as the Administrative Agent, for the benefit of the Secured Parties, as assigned by the Bostrom Mexico Assignment and Substitution Agreement.

“Bostrom Mexico Assignment and Substitution Agreement” means the Assignment and Substitution Agreement, dated as of August 14, 2009, by and between Citicorp,

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in its capacity as the resigning administrative agent, and DBTCA, in its capacity as the successor administrative agent.

“Business Day” means a day of the year on which banks are not required or authorized by law to close in New York City and with respect to notices and determinations in connection with, and payments of principal and interest on, the Canadian Advances, on which banks are not required or authorized to close in Toronto, Ontario, Canada, and if the applicable Business Day relates to any Eurodollar Rate Advances, on which dealings are carried on in the London interbank market.

“Canadian Advances” means the revolving credit advances made to the Canadian Borrower under the Existing Credit Agreement in an aggregate amount, as of the Effective Date, equal to $22,000,000, which advances shall be payable by the Canadian Borrower to the Canadian Lenders as provided herein.

“Canadian Borrower” has the meaning specified in the recital of parties to this Agreement.

“Canadian Confirmation and Amendment” means the duly executed confirmation and amendment dated as of January 31, 2005, made by the Canadian Borrower to the Administrative Agent for the benefit of the Secured Parties under the Canadian Security Agreement.

“Canadian Facility” means, at any time, the aggregate amount of the Canadian Advances at such time.

“Canadian Lender” means, at any time, any Lender that has made a Canadian Advance that is outstanding at such time.

“Canadian Lender Note” means a promissory note of the Canadian Borrower payable to the order of any Canadian Lender, in substantially the form of Exhibit A-2 hereto, evidencing the aggregate indebtedness of the Canadian Borrower to such Lender resulting from the Canadian Advances made by such Lender.

“Canadian Lending Office” means, with respect to any Canadian Lender, the office of a Subsidiary or Affiliate of such Lender specified as its “Canadian Lending Office” opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender, as the case may be, or such other office of such Lender as such Lender may from time to time specify to the Canadian Borrower and the Administrative Agent.

“Canadian Security Agreement” means the Security Agreement, dated as of July 27, 2001, between the Canadian Borrower and Citicorp, in its capacity as the Administrative Agent for the benefit of the Secured Parties, as amended as of June 13, 2003, as further amended by the Canadian Confirmation and Amendment, and as further amended, supplemented or otherwise modified from time to time, and including any agreement entered into by the Canadian Borrower and the Administrative Agent as a replacement thereof.

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“Capital Expenditures” means, for any Person for any period, the sum, without duplication, of all expenditures made, directly or indirectly (whether paid in cash or accrued as liabilities and including in all events all amounts expended or capitalized under Capitalized Leases, but excluding any amount representing capitalized interest), by such Person or any of its Subsidiaries during such period for equipment, fixed assets, real property or improvements, or for replacements or substitutions therefor or additions thereto, that have been or should be, in accordance with GAAP, reflected as additions to property, plant or equipment on a Consolidated balance sheet of such Person; provided that Capital Expenditures shall not include (without duplication) (a) any expenditures made in connection with the replacement, substitution, repair or restoration of any assets to the extent financed (i) with insurance proceeds received by the U.S. Borrower or any of its Subsidiaries on account of the loss of, or any damage to, the assets being replaced, substituted for, repaired or restored or (ii) with the proceeds of any compensation awarded to the U.S. Borrower or any of its Subsidiaries as a result of the taking, by eminent domain or condemnation, of the assets being replaced or substituted for, (b) any expenditures for the purchase price of any equipment that is purchased simultaneously with the trade-in of any existing equipment by the U.S. Borrower or any of its Subsidiaries to the extent that the gross amount of such purchase price is reduced by any credit granted by the seller of such equipment for the equipment being traded in, (c) any expenditures for the purchase price of any property, plant or equipment purchased within one year of the consummation of any sale, lease, transfer or other disposition of any asset of the U.S. Borrower or any of its Restricted Subsidiaries in accordance with the provisions of Section 5.02(d) to the extent purchased with Net Cash Proceeds of such sale, lease, transfer or other disposition or (d) Investments made pursuant to Section 5.02(e)(x).

“Capitalized Leases” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases.

“Cash Collateral Account” has the meaning specified in the Guarantee and Collateral Agreement.

“Cash Equivalents” means (a) marketable securities (i) issued or directly and unconditionally guaranteed as to interest and principal by the United States government or (ii) issued by any agency of the United States of America the obligations of which are backed by the full faith and credit of the United States, in each case maturing within 24 months after the date of acquisition thereof; (b) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within 12 months after the date of acquisition thereof and having, at the time of the acquisition thereof, an investment grade rating generally obtainable from either Standard & Poor’s Ratings Services (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”); (c) commercial paper maturing no more than 12 months from the date of creation thereof and having, at the time of the acquisition thereof, a rating of a least A-1 from S&P or at least P-1 from Moody’s; (d) domestic and eurodollar certificates of deposit or bankers’ acceptances maturing within 12 months after the date of acquisition thereof and issued or accepted by any Lender or by any other commercial bank organized or doing business under the laws of the United States or any state thereof or the District of Columbia that has combined capital and surplus of not less than $500,000,000; (e) repurchase agreements with a term of not more than 30 days for underlying securities of the types described in clauses (a) and (b) above entered into

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with any commercial bank meeting the requirements specified in clause (d) above or with any securities dealer of recognized national standing; (f) shares of investment companies that are registered under the Investment Company Act of 1940 and that invest solely in one or more of the types of investments referred to in clauses (a) through (e) above; and (g) in the case of any Subsidiary which is not a U.S. Person, high quality, short-term liquid Investments made by such Subsidiary in the ordinary course of managing its surplus cash position in a manner consistent with past practices.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time.

“Change of Control” means, and shall be deemed to have occurred, if: (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act  shall have become the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d) 5 under the Exchange Act), directly or indirectly, of more than 30% of the outstanding Voting Stock of the U.S. Borrower; and/or (b) at any time Continuing Directors shall not constitute a majority of the Board of Directors of the U.S. Borrower; and/or (c) a Specified Change of Control shall occur. For purposes of this definition, “Continuing Director” means, as of any date of determination, an individual (i) who is a member of the Board of Directors of the U.S. Borrower on the Effective Date, (ii) who, as of such date of determination, has been a member of such Board of Directors for at least the 12 preceding months (or, if such date of determination occurs during the period comprising the first 12 months after the Effective Date, since the Effective Date), or (iii) who is recommended by at least a majority of the then Continuing Directors.

“Citicorp” means Citicorp USA, Inc.

“Collateral” means all “Collateral” referred to in the Collateral Documents and all other property that is or is intended to be subject to any Lien in favor of the Administrative Agent for the benefit of the Secured Parties.

“Collateral Documents” means the Guarantee and Collateral Agreement, the Canadian Security Agreement, the Accuride Mexican Pledge Agreement, the Bostrom Mexican Pledge Agreement, the Mortgages, and any other agreement that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties.

“Confidential Information” has the meaning specified in Section 9.11(a).

“Consent” means the Consent to Fifth Amended and Restated Credit Agreement, dated as of the date hereof, among the Borrowers and the Lenders listed on the signature pages thereto.

“Consolidated” refers to the consolidation of accounts in accordance with GAAP.

“Conversion”, “Convert” and “Converted” each refer to a conversion of Advances of one Type into Advances of the other Type pursuant to Section 2.06 or 2.07.

“Current Assets” of any Person means all assets of such Person that would, in accordance with GAAP, be classified as current assets of a company conducting a business the

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same as or similar to that of such Person, after deducting adequate reserves in each case in which a reserve is proper in accordance with GAAP, but excluding the current portion of any deferred income taxes.

“Current Liabilities” of any Person means (a) all Debt of such Person that by its terms is payable on demand or matures within one year after the date of determination (excluding any Debt renewable or extendible, at the option of such Person, to a date more than one year from such date or arising under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date) and (b) all other items (including taxes accrued as estimated) that in accordance with GAAP would be classified as current liabilities of such Person, but excluding the current portion of any deferred income taxes.

“DBTCA” has the meaning specified in the recital of parties to this Agreement.

“Debt” of any Person means, without duplication, (a) all indebtedness, liabilities and obligations of such Person for borrowed money, (b) all Obligations of such Person for the deferred purchase price of property or services (other than trade payables and accrued expenses incurred in the ordinary course of such Person’s business) that in accordance with GAAP would be shown on the liability side of the balance sheet of such Person, (c) all Obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all Obligations of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), it being understood that if such Person has not assumed or otherwise become liable for such Obligations, the amount of the Debt of such Person in connection therewith shall be limited to the lesser of the face amount of the related Obligations or the fair market value of all property of such Person securing such Obligations, (e) all Obligations of such Person as lessee under Capitalized Leases, (f) all Obligations, contingent or otherwise, of such Person under acceptance, letter of credit or similar facilities issued for the account of such Person, (g) all Obligations of such Person in respect of Hedge Agreements, (h) all Off-Balance Sheet Liabilities of such Person, (i) all Disqualified Equity Interests issued by such Person with the amount of Debt represented by such Disqualified Equity Interests being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any, (j) all Debt of others referred to in clauses (a) through (i) above or clause (k) below guaranteed directly or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly by such Person through an agreement (i) to pay or purchase such Debt or to advance or supply funds for the payment or purchase of such Debt, (ii) to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Debt or to assure the holder of such Debt against loss, (iii) to supply funds to or in any other manner invest in the debtor (including any agreement to pay for property or services irrespective of whether such property is received or such services are rendered) or (iv) otherwise to assure a creditor against loss; provided that any such guaranteed Obligations shall not include endorsements of instruments for deposit or collection in the ordinary course of business, and (k) all Debt referred to in clauses (a) through (j) above of another Person secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) any Lien on property (including, without limitation,

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accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Debt; provided that the amount of Debt of such Person under clauses (j) and (k) above shall (subject to any obligation set forth therein) be deemed to be the principal amount of the Debt guaranteed or secured thereby and, with respect to any Lien on property of such Person as described in clause (k) above, if such Person has not assumed or otherwise become liable for any such Debt, the amount of the Debt of such Person in connection therewith shall be limited to the lesser of the face amount of such Debt or the fair market value of all property of such Person securing such Debt.

For the purposes hereof, the “maximum fixed repurchase price” of any Disqualified Equity Interests which do not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified  Equity Interests as if such Disqualified  Equity Interests were purchased on any date on which Debt shall be required to be determined pursuant to this Agreement, and if such price is based upon, or measured by, the fair market value of such Disqualified Equity Interests, such fair market value to be determined reasonably and in good faith by the Board of Directors of the issuer of such Disqualified Equity Interests. Notwithstanding the foregoing, “Debt” shall not include trade payables and accrued liabilities incurred in the ordinary course of business for the purchase of goods or services that are not secured by a Lien other than a Permitted Lien or a Lien permitted under Section 5.02(a) and that are not overdue by more than 180 days.

“Debtors” has the meaning specified in Preliminary Statement (5).

“Default” means any Event of Default or any event that would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

“Defaulted Amount” means, with respect to any Lender Party at any time, any amount required to be paid by such Lender Party to the Administrative Agent or any other Lender Party hereunder or under any other Loan Document at or prior to such time which has not been so paid as of such time, including, without limitation, any amount required to be paid by such Lender Party to (a) the Issuing Bank pursuant to Section 2.12(b) to purchase a portion of a U.S. Letter of Credit Advance made by the Issuing Bank, (b) any Lender Party pursuant to Section 2.10 to purchase any participation in Advances owing to such other Lender Party and (c) the Administrative Agent or the Issuing Bank pursuant to Section 8.05 to reimburse the Administrative Agent or the Issuing Bank for such Lender Party’s ratable share of any amount required to be paid by the Lender Parties to the Administrative Agent or the Issuing Bank as provided therein.  In the event that a portion of a Defaulted Amount shall be deemed paid pursuant to Section 2.11(b), the remaining portion of such Defaulted Amount shall be considered a Defaulted Amount originally required to be paid hereunder or under any other Loan Document on the same date as the Defaulted Amount so deemed paid in part.

“Defaulting Lender” means, at any time, any Lender Party that, at such time, (a) owes a Defaulted Amount or (b) shall take any action or be the subject of any action or proceeding of a type described in Section 7.01(f).

“Designated Subsidiary Side Letter” means the side letter dated as of the date hereof and in a form agreed between the U.S. Borrower and the Administrative Agent.

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“Disclosure Statement” means that certain Disclosure Statement for Joint Plan of Reorganization for Accuride Corporation, et al. under Chapter 11 of the Bankruptcy Code, as amended, supplemented, or modified from time to time, that was approved by the Disclosure Statement Order and describes the Plan of Reorganization, including all exhibits and schedules thereto and references therein that relate to the Plan of Reorganization.

“Disclosure Statement Order” means that certain Order entered by the Bankruptcy Court on December 21, 2009 Docket No. 454, as the order may be amended from time to time.

“Disqualified Equity Interest” shall mean any Equity Interest which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event (other than an event which would constitute a Change of Control), (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof, in whole or in part, on a date on or prior to one year after the Termination Date, in each case, other than a maturity or redemption that entitles the holder of such Equity Interest to receive common stock of a Borrower as sole consideration upon maturity or redemption, or (b) is convertible into or exchangeable for (whether at the option of the issuer or the holder thereof) (i) debt securities or (ii) any Equity Interests referred to in clause (a) above, in each case at any time on a date on or prior to one year after the Termination Date; provided that only the portion of Equity Interests that so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Equity Interests.

“$” means the lawful currency of the United States of America.

“Domestic Lending Office” means, with respect to any Lender Party, the office of such Lender Party specified as its “Domestic Lending Office” opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender Party, as the case may be, or such other office of such Lender Party as such Lender Party may from time to time specify to the U.S. Borrower and the Administrative Agent.

“Domestic Subsidiary” means any Subsidiary of the U.S. Borrower which is not a Foreign Subsidiary.

“EBITDA” means, for any period, the sum, determined on a Consolidated basis, of the amounts for such period of (a) Net Income plus (b) to the extent included in computing Net Income, the sum (without duplication) of (i) Interest Expense, (ii) taxes computed on the basis of income, (iii) depreciation expense, (iv) amortization expense (including amortization of deferred financing fees), (v) any expenses or charges incurred in connection with any issuance of debt or equity securities (including upfront and amendment fees payable in respect of bank facilities), (vi) any fees and expenses related to Investments permitted pursuant to Section 5.02(e) of this Agreement, (vii) losses on asset sales, (viii) restructuring charges or reserves for such period incurred by the U.S. Borrower or any Subsidiary in connection with (x) plant closures and the consolidation, relocation or elimination of operations and (y) related severance costs and other costs incurred in connection with the termination, relocation and training of employees (collectively, “Restructuring Charges”); provided that unless otherwise

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agreed by the Administrative Agent (acting on the instructions of the Majority Lenders), the maximum amount of all restructuring charges or reserves that may be included in EBITDA (x) during the term of this Agreement shall not exceed $15,000,000 in the aggregate or (y) in any consecutive four Fiscal Quarters shall not exceed $10,000,000 in the aggregate, (ix) any deduction for minority interest expense, (x) any other non-cash charges, (xi) any other non-recurring charges, (xii) currency losses (except any losses on currency hedging agreements that are entered into to hedge against fluctuations in foreign currencies with respect to items included in calculating “Operating Income”), (xiii) fees or expenses incurred or paid by the U.S. Borrower or any of its Subsidiaries in connection with the Restructuring and the Related Documents, and (xiv) with respect to any Measurement Period which contains a Fiscal Quarter with respect to which an EBITDA Deficiency was cured pursuant to and in compliance with the provisions of Section 5.04(b), an amount equal to the EBITDA Deficiency Add Back with respect to such Fiscal Quarter, minus (c) to the extent included in computing Net Income the sum, without duplication, the amounts for such period of (i) any non-recurring gains, (ii) all non-cash gains, (iii) gains on asset sales and (iv) currency gains (except any gains on currency hedging agreements that are entered into to hedge against fluctuations in foreign currencies with respect to items included in calculating “Operating Income”), determined, in the case of each of the foregoing clauses (a), (b) and (c) for the U.S. Borrower and its Subsidiaries, in accordance with GAAP for such period; provided that for purposes of such calculation, in the case of any Subsidiary acquired by the U.S. Borrower or any of its Subsidiaries following the commencement of any such period, amounts attributable to such Subsidiary shall be calculated as though such Subsidiary had been acquired on the first day of such period.

“EBITDA Deficiency” has the meaning specified in Section 5.04(b).

“EBITDA Deficiency Add Back” means, with respect to any Fiscal Quarter with respect to which there is an EBITDA Deficiency, the amount of Net Cash Proceeds from the sale or issuance of Equity Securities of the U.S. Borrower or Permitted Subordinated Debt that (a) is received by the U.S. Borrower during the period from the last day of such Fiscal Quarter to the date 20 days after delivery of the financial statements required pursuant to Section 5.03(b) or (c) with respect to such Fiscal Quarter; and (b) is designated by the U.S. Borrower and notified to the Administrative Agent as EBITDA Deficiency Add Back; provided that the aggregate amount of EBITDA Deficiency Add Back for all Fiscal Quarters during the term of this Agreement shall not exceed $15,000,000.

“ECF Percentage” means, at any time, 75%.

“Effective Date” has the meaning specified in Preliminary Statement (8).

“Eligible Assignee” means (a) with respect to the U.S. Loan Facility or the U.S. Letter of Credit Facility, (i) a Lender, (ii) an Affiliate of a Lender or a Related Fund of a Lender, (iii) a commercial bank organized under the laws of the United States, or any State thereof, and having total assets of at least $3,000,000,000, (iv) a savings and loan association or savings bank organized under the laws of the United States, or any State thereof, and having total assets of at least $3,000,000,000, (v) a commercial bank organized under the laws of any other country that is a member of the OECD or has concluded special lending arrangements with the International Monetary Fund associated with its General Arrangements to Borrow, or a political subdivision of

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any such country, and having total assets in excess of $3,000,000,000, so long as such bank is acting through a branch or agency located in the United States, (vi) the central bank of any country that is a member of the OECD, (vii) a finance company, insurance company or other financial institution or fund (whether a corporation, partnership, trust or other entity) that is engaged in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business and having total assets in excess of $250,000,000, and (viii) any other Person approved by the Administrative Agent and the U.S. Borrower, in each case such approval not to be unreasonably withheld or delayed, and (b) with respect to the Canadian Facility, (i) a bank listed on Schedule I or II to the Bank Act (Canada), and having a combined capital and surplus of at least $250,000,000, and, so long as no Event of Default has occurred and is continuing, approved by the Canadian Borrower, such approval not to be unreasonably withheld or delayed, (ii) a finance company, insurance company or other financial institution or fund (whether a corporation, partnership, trust or other entity) that is a resident of Canada for purposes of the Income Tax Act (Canada) or that is an authorized foreign bank deemed to be a resident of Canada for the purposed of Part XIII of the Income Tax (Canada) in respect of any amount paid to such bank under the Canadian Facility, as the case may be, and (iii) any other Person approved by the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Canadian Borrower, in each case such approval not to be unreasonably withheld or delayed, provided that the Canadian Borrower shall not be obliged to approve any person that has not provided the Canadian Borrower with evidence satisfactory to it as to such Person’s residency and in no event shall the Canadian Borrower be obliged to approve any Person that does not meet the residency requirements set forth in subclause (ii) above; and (c) with respect to the Issuing Bank, a Person that is an Eligible Assignee under subclause (ii), (iii) or (v) of clause (a) of this definition and is approved by the Administrative Agent and the U.S. Borrower, in each case such approval not to be unreasonably withheld or delayed; provided, however, that no Person that is a Loan Party, an Affiliate of a Loan Party or an Investor Lender shall qualify as an Eligible Assignee under this definition.

“Environmental Action” means any action, suit, demand, demand letter, claim, notice of non-compliance or violation, notice of liability or potential liability, investigation, proceeding, consent order or consent agreement relating in any way to any Environmental Law, any Environmental Permit or Hazardous Material or arising from alleged injury or threat to health, safety or the environment, including, without limitation, (a) by any governmental or regulatory authority for enforcement, cleanup, removal, response, remedial or other actions or damages and (b) by any governmental or regulatory authority or third party for damages, contribution, indemnification, cost recovery, compensation or injunctive relief.

“Environmental Law” means any federal, state, local or foreign statute, law, ordinance, rule, regulation, code, order, writ, judgment, injunction, decree or judicial or agency interpretation, policy or guidance relating to pollution or protection of the environment, health, safety or natural resources, including, without limitation, those relating to the use, handling, transportation, treatment, storage, disposal, release or discharge of Hazardous Materials.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

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“Equity Interests” means, with respect to any Person, shares of capital stock of (or other ownership or profit interests in) such Person, warrants, options or other rights for the purchase or other acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or other acquisition from such Person of such shares (or such other interests), and other ownership or profit interests in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are authorized or otherwise existing on any date of determination.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.  Section references to ERISA are to ERISA as in effect at the date of this Agreement and any subsequent provisions of ERISA amendatory thereof, supplemental thereto or substituted therefor.

“ERISA Affiliate” means each person (as defined in Section 3(9) of ERISA) that together with any Loan Party would be deemed to be a “single employer” within the meaning of Section 414(b) or (c) of the Internal Revenue Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Internal Revenue Code, is treated as a single employer under Section 414 of the Internal Revenue Code.

“Eurocurrency Liabilities” has the meaning specified in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Eurodollar Lending Office” means, with respect to any Lender Party, the office of such Lender Party specified as its “Eurodollar Lending Office” opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender Party (or, if no such office is specified, its Domestic Lending Office), or such other office of such Lender Party as such Lender Party may from time to time specify to the Appropriate Borrower and the Administrative Agent.

“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,

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subject, however, to the provisions of Section 2.04.  Notwithstanding the foregoing, the Eurodollar Rate shall not be less than 3.00% per annum.

“Eurodollar Rate Advance” means an Advance that bears interest as provided in Section 2.04(a)(ii).

“Eurodollar Rate Reserve Percentage” for any Interest Period for all Eurodollar Rate Advances comprising part of the same Borrowing means the reserve percentage applicable two Business Days before the first day of such Interest Period under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York City with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate on Eurodollar Rate Advances is determined) having a term equal to such Interest Period.

“Events of Default” has the meaning specified in Section 7.01.

“Excess Cash Flow” means, for any period, an amount equal to the sum, without duplication, of:

(a)Consolidated Net Income of the U.S. Borrower and its Subsidiaries for such period (other than any portion of Consolidated Net Income attributable to earnings in respect of joint venture interests in excess of dividends or distributions actually received by the U.S. Borrower and its Subsidiaries), plus

(b)the aggregate amount of all non-cash charges deducted in arriving at such Consolidated Net Income, plus

(c)the amount of any net decrease in the excess of Consolidated Current Assets (excluding cash and Cash Equivalents) over Consolidated Current Liabilities of the U.S. Borrower and its Subsidiaries during such period, minus

(d)the aggregate amount of all non-cash credits included in arriving at such Consolidated Net Income, plus

(e)the aggregate net non-cash loss realized by the U.S. Borrower and its Subsidiaries in connection with the sale, lease, transfer or other disposition of assets (other than sales of inventory in the ordinary course of business) by the U.S. Borrower and its Subsidiaries during such period, minus

(f)the aggregate amount of Capital Expenditures made by the U.S. Borrower and its Subsidiaries in cash (excluding the principal amount of any Debt incurred to finance such Capital Expenditures, whether incurred in such period or a subsequent period) pursuant to Section 5.02(j), minus

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(g)the amount of any net increase in the excess of Consolidated Current Assets (excluding cash and Cash Equivalents) over Consolidated Current Liabilities of the U.S. Borrower and its Subsidiaries during such period, minus

(h)the aggregate amount of any premium, make-whole or penalty payments actually paid in cash during such period that are required in connection with any prepayment of Debt and that are accounted for by the U.S. Borrower as extraordinary items, minus

(i)the aggregate amount of all scheduled principal payments of Debt of the U.S. Borrower or its Subsidiaries (including, without limitation, the Advances and the principal component of payments with respect to Obligations under Capitalized Leases), minus

(j)the amount of Investments made during such period pursuant to Section 5.02(e) (other than Investments in Persons that are Subsidiaries of the Borrowers at the time of such Investments) to the extent that such Investments were financed with internally generated cash flow of the U.S. Borrower and its Subsidiaries, minus

(k)the aggregate amount of expenditures actually made by the U.S. Borrower and its Subsidiaries in cash during such period (including, without limitation, the payment of financing fees) to the extent that such expenditures are not expensed during such period, minus

(l)without double counting, to the extent not otherwise included in the calculation of Consolidated Net Income or adjusted for in any other provision of this definition of Excess Cash Flow for such period, cash payments by the Borrowers and their Subsidiaries during such period in respect of post-retirement benefits, pensions and taxes, minus

(m)the amount paid during such period by the U.S. Borrower to repurchase shares of its capital stock (and/or options or warrants in respect thereof) held by its officers, directors and employees so long as such repurchase is pursuant to, and in accordance with the terms of management and/or employee stock plans, stock subscription agreements or shareholder agreements, minus

(n)the aggregate net non-cash gain realized by the U.S. Borrower and its Subsidiaries in connection with the sale, lease, transfer or other disposition of assets (other than sales of inventory in the ordinary course of business) by the U.S. Borrower and its Subsidiaries during such period.

“Exchange Act” means Securities Exchange Act of 1934, as amended from time to time.

“Executive Order” has the meaning set forth in the definition of “Anti-Terrorism Laws.”

“Existing Advances” means the Canadian Advances and the Existing U.S. Advances.

“Existing Credit Agreement” has the meaning specified in Preliminary Statement (1).

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“Existing Issuing Bank” has the meaning specified in the recital of parties to this Agreement.

“Existing U.S. Advance” means a U.S. Revolving Credit Advance, an Existing U.S. Letter of Credit Advance or a First Out Term Advance.

“Existing U.S. Letter of Credit Advances” means the letter of credit advances made to the U.S. Borrower by certain of the U.S. Lenders under the Existing Credit Agreement in an aggregate amount, as of the Effective Date, equal to $16,123,055.00.

“Facility” means the Canadian Facility, the U.S. Loan Facility or the U.S. Letter of Credit Facility.

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“First Designated Subsidiary” means the Subsidiary designated as the “First Designated Subsidiary” in the Designated Subsidiary Side Letter.

“First Out Term Advances” means the first out term advances made to the U.S. Borrower by certain of the U.S. Lenders under the Existing Credit Agreement in an aggregate amount, as of the Effective Date, equal to $224,559,153.15, which advances shall be payable by the U.S. Borrower to such U.S. Lenders as provided herein.

“Fiscal Quarter” means any fiscal quarter of the U.S. Borrower and its Consolidated Subsidiaries that occurs within any Fiscal Year.

“Fiscal Year” means a fiscal year of the U.S. Borrower and its Consolidated Subsidiaries ending on December 31 in any calendar year.

“FLSA” means the Fair Labor Standards Act of 1938, as amended from time to time.

“Foreign Government Scheme or Arrangement” has the meaning specified in Section 4.01(l)(ii).

“Foreign Plan” has the meaning specified in Section 4.01(l)(ii).

“Foreign Subsidiary” means any Subsidiary of the U.S. Borrower which is a corporation organized under the laws of any jurisdiction other than the United States or any state thereof.

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“Fourth Amendment and Canadian Forbearance Agreement” has the meaning specified in Preliminary Statement (4).

“GAAP” means generally accepted accounting principles in the United States set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the accounting profession), which are applicable to the circumstances as of the date of determination, subject to Section 1.03 hereof.

“Governmental Authority” shall mean the government of the United States of America, Canada, any other nation or, in each case, any political subdivision thereof, whether state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Guarantee and Collateral Agreement” means the Second Amended and Restated Guarantee and Collateral Agreement, dated as of February 26, 2010, among the U.S. Borrower, each Subsidiary Guarantor, and the Administrative Agent, as amended pursuant to 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, and as such agreement may be further amended, supplemented or otherwise modified from time to time.

“Guaranteed Obligations” has the meaning specified in Section 6.01.

“Guaranty” has the meaning specified in Section 6.01.

“Hazardous Materials” means (a) petroleum or petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and radon gas and (b) any other chemicals, materials or substances designated, classified or regulated as hazardous or toxic or as a pollutant or contaminant under any Environmental Law.

“Hedge Agreements” means interest rate swap, cap or collar agreements, interest rate future or option contracts, currency swap agreements, currency future or option contracts, commodities future or option contracts for materials used in the ordinary course of business and other similar agreements.

“Hedging Advance” has the meaning specified in Section 2.01(c).

“Hedging Lender” means each Lender identified as such on Schedule I hereto.

“Indemnified Party” has the meaning specified in Section 9.04(b).

“Initial Lenders” has the meaning specified in the recital of parties to this Agreement.

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“Insolvency Proceeding” means any proceeding in respect of bankruptcy, insolvency, winding up, receivership, dissolution or assignment for the benefit of creditors, in each of the foregoing events whether under the Bankruptcy Code, the Bankruptcy and Insolvency Act (Canada) or any similar federal, state or foreign bankruptcy, insolvency, reorganization, receivership or similar law.

“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.

“Interest Expense” means, for any Person for any period, cash interest expense (including that attributable to Capitalized Leases in accordance with GAAP), net of cash interest income, of such Person with respect to all outstanding Debt of such Person, including, without limitation, all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Hedge Agreements (other than currency swap agreements, currency future or option contracts and other similar agreements), but excluding, however, amortization of deferred financing costs and any other amounts of non-cash interest, all as calculated in accordance with GAAP; provided that (a) there shall be included in any determination of Consolidated Interest Expense for the U.S. Borrower and its Subsidiaries for any period the cash interest expense (or income) of any Person which becomes a Subsidiary (through an acquisition in accordance with Section 5.02(c) or otherwise) for such entire period, assuming that any Debt incurred or prepaid in connection with any such acquisition had been incurred or prepaid on the first day of such period and (b) there shall be excluded from any determination of Consolidated Interest Expense of the U.S. Borrower and its Subsidiaries for any period any upfront and amendment fees paid by the U.S. Borrower in such period in respect of amendments to this Agreement to the extent otherwise included in such Consolidated Interest Expense.

“Interest Period”  means, for each Eurodollar Rate Advance comprising part of the same Borrowing to either Borrower, the period commencing on the date of such Eurodollar Rate Advance or the date of the Conversion of any Base Rate Advance into such Eurodollar Rate Advance, and ending on the last day of the period selected by such Borrower pursuant to the provisions below and, thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by such Borrower pursuant to the provisions below.  The duration of each such Interest Period shall be one, two, three or six months, or, with the consent of all of the Appropriate Lenders, nine or twelve months, as such Borrower may, upon notice received by the Administrative Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the first day of such Interest Period, select; provided, however, that:

(a)such Borrower may not select any Interest Period with respect to any Eurodollar Rate Advance under a Facility that ends after any principal repayment installment date for such Facility unless, after giving effect to such selection, the aggregate principal amount of Base Rate Advances and of Eurodollar Rate Advances having Interest Periods that end on or prior to such principal repayment installment date for such Facility shall be at least equal to the aggregate principal amount of Advances under such Facility due and payable on or prior to such date;

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(b)Interest Periods commencing on the same date for Eurodollar Rate Advances comprising part of the same Borrowing shall be of the same duration;

(c)whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day; provided, however, that, if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day; and

(d)whenever the first day of any Interest Period occurs on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such Interest Period shall end on the last Business Day of such succeeding calendar month.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“Investment” in any Person means any loan or advance to such Person, any purchase or other acquisition of any capital stock or other ownership or profit interest, warrants, rights, options, obligations or other securities of such Person, any capital contribution to such Person or any other investment in such Person, including, without limitation, any arrangement pursuant to which the investor incurs Debt of the types referred to in clause (j) or (k) of the definition of “Debt” in respect of such Person.

“Investor Lender” means a Lender that either (x) holds an Equity Interest issued by a Loan Party or (y) is an Affiliate of a holder of an Equity Interest issued by a Loan Party.

“Issuing Bank” means the Existing Issuing Bank and any successor Issuing Bank.

“KEIP” means the key employee incentive program approved by the Bankruptcy Court on November 24, 2009, with respect to certain senior managers of the U.S. Borrower.

“Last Out Term Advances” means the last out term advances made to the U.S. Borrower under the Existing Credit Agreement in an aggregate amount, as of the Effective Date, equal to $70,065,846.00, which advances were repaid with a portion of the proceeds of the New Senior Convertible Notes.

“LC Cash Return” has the meaning specified in Section 2.03(b)(v).

“LC Cash Return Funded Portion” means, with respect to any Replacement Letter of Credit, the portion, if any, of the cash applied by the U.S. Borrower to cash collateralize such Replacement Letter of Credit, which portion was either funded with or reimbursed by the proceeds of an LC Cash Return.

“LC Cash Return Payment Date” means, with respect to any LC Cash Return, (a) if on the date of such LC Cash Return, the aggregate amount of all proceeds returned to the U.S. Borrower under all LC Cash Returns as of such date exceeds the aggregate amount of cash

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applied by the U.S. Borrower to cash collateralize Replacement Letters of Credit as of such date, the earlier of (i) the ninetieth (90th) day following the date of such LC Cash Return and (ii) promptly, and in any event not later than one (1) Business Day, after the date on which the U.S. Borrower or any of its Subsidiaries obtains (or decides not to obtain) a new Replacement Letter of Credit, and (b) if on the date of such LC Cash Return, the aggregate amount of all proceeds returned to the U.S. Borrower under all LC Cash Returns as of such date is less than or equal to the aggregate amount of cash applied by the U.S. Borrower to cash collateralize Replacement Letters of Credit as of such date, on the date of such LC Cash Return.

“Lead Arranger” has the meaning specified in the recital of parties to this Agreement.

“Leases” has the meaning specified in Section 4.01(u).

“Lender Note” means a Canadian Lender Note or a U.S. Lender Note.

“Lender Party” means any Lender or the Issuing Bank.

“Lenders” means (a) the Initial Lenders, (b) with respect to the U.S. Letter of Credit Advances made by it, the Issuing Bank, and (c) each Person that shall become a Lender or a successor Issuing Bank hereunder pursuant to Section 9.07.

“Letters of Credit” means the letters of credit described in Schedule III.

“Lien” means any lien, security interest or other charge or encumbrance of any kind, or any other type of preferential arrangement, including, without limitation, any agreement to give any of the foregoing, any lien or retained security title of a conditional vendor and any easement, right of way or other encumbrance on title to real property.

“Liquidity” means, as of any date of determination, an amount equal to the sum of cash and Cash Equivalents held by the U.S. Borrower and its Subsidiaries in (a) any cash collateral account held with DBTCA, (b) any other account subject to a Cash Collateral Account Letter, Cash Concentration Account Letter, Control Agreement or Pledged Account Letter (as each such term is defined in the Guarantee and Collateral Agreement), (c) any other account subject to a Pledged Account Letter, Cash Concentration Account Letter or Cash Collateral Account Letter (each substantially in the form attached as an exhibit to the Canadian Security Agreement) or (d) any account of a Mexican Subsidiary, but only up to a maximum amount of $2,500,000 for all such accounts on an aggregate basis; provided that amounts held in payroll, tax, trust and similar accounts or amounts pledged on a first priority basis to Persons other than the Secured Parties shall be excluded in calculating Liquidity.

“Loan Documents” means (a) for purposes of this Agreement and the Lender Notes and any amendment or modification hereof or thereof and for all other purposes other than for purposes of the Guaranty and the Collateral Documents, (i) this Agreement, (ii) the Lender Notes, (iii) the Guaranty, (iv) the U.S. Letter of Credit Agreements, (v) the Designated Subsidiary Side Letter and (vi) the Collateral Documents and (b) for purposes of the Guaranty and the Collateral Documents, (i) this Agreement, (ii) the Lender Notes, (iii) the Guaranty, (iv) the Collateral Documents, (v) the Designated Subsidiary Side Letter and (vi) the U.S. Letter of

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Credit Agreements, in each case as amended, supplemented or otherwise modified from time to time.

“Loan Parties” means the Borrowers and the Subsidiary Guarantors.

“Majority Lenders” means, at any time, Lenders owed or holding at least a majority in interest of the sum of (a) the aggregate principal amount of the Advances outstanding at such time; and (b) the aggregate Available LC Amount of all Letters of Credit outstanding at such time provided, however, that if any Lender Party shall be a Defaulting Lender at such time, there shall be excluded from the determination of Majority Lenders at such time (i) the aggregate principal amount of the Advances owing to such Lender Party (in its capacity as Lender Party) and outstanding at such time and (ii) such Lender Party’s Pro Rata Share of the aggregate Available LC Amount of all Letters of Credit outstanding at such time.

“Margin Stock” has the meaning specified in Regulation U.

“Material Adverse Effect” means a material adverse effect on (a) the business, financial condition, operations, assets or liabilities of any Loan Party or any of its Subsidiaries, (b) the rights and remedies of the Administrative Agent or any Lender Party under any Loan Document or Related Document or (c) the ability of any Loan Party to perform its Obligations under any Loan Document or Related Document to which it is or is to be a party.

“Measurement Period” means, as of any date of determination, the most recently completed four consecutive Fiscal Quarters ending on or immediately prior to such date.

“Mexican Subsidiary” means Accuride de Mexico, S.A. de C.V., Bostrom Mexico, S.A. de C.V. and any other company organized and existing under the laws of Mexico that is a Subsidiary.

“Moody’s” has the meaning specified in the definition of “Cash Equivalents” in this Section 1.01.

“Mortgage” means each of the mortgages and deeds of trust made by any Loan Party in favor of, or for the benefit of, the Administrative Agent for the benefit of the Secured Parties, substantially in the form of Exhibit C (with such changes thereto as shall be advisable under the law of the jurisdiction in which such mortgage or deed of trust is to be recorded).

“NAIC” means the National Association of Insurance Commissioners.

“Net Cash Proceeds” means, with respect to any sale, lease, transfer or other disposition of any asset, the sale or issuance of any Equity Interests, or the incurrence or issuance of any Debt by any Person, or any Recovery Event, the aggregate amount of cash received from time to time (whether as initial consideration or through payment or disposition of deferred consideration, but only as and when received) by or on behalf of such Person in connection with such transaction or event after deducting therefrom only (without duplication):

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(a)reasonable and customary fees, commissions, expenses, issuance costs, discounts and other costs paid by the U.S. Borrower or any of its Subsidiaries in connection with such transaction or event;

(b)the amount of taxes paid or estimated to be payable in connection with or as a result of such transaction or event;

(c)the amount of the outstanding principal amount of, premium or penalty, if any, and interest on any Debt (other than pursuant to the Facilities) that is secured by a Lien on the stock or assets in question and that is required to be repaid under the terms thereof as a result of any such transaction or event;

(d)the amount of any reasonable reserves established in accordance with GAAP against any liabilities (other than taxes described in clause (b) above) that are (i) associated with the assets that are the subject of such transaction or event and (ii) retained by the U.S. Borrower or any of its Subsidiaries; and

(e)the amount of any proceeds received from the sale, lease, transfer or other disposition of any asset pursuant to Section 5.02(d) or any Recovery Event to the extent that such proceeds are invested in the business within six months following such sale or Recovery Event, provided that, from and after the Effective Date, the aggregate amount of proceeds (other than proceeds of asset dispositions permitted pursuant to Section 5.02(d)(i) or 5.02(d)(iv) and proceeds from Recovery Events) that may be so reinvested in the business shall not exceed $5,000,000 in any Fiscal Year;

provided, however, that in the event the amount of any estimated tax payable described in clause (b) above exceeds the amount actually paid, or upon any subsequent reduction in the amount of any reserve described in clause (d) above, the U.S. Borrower or its applicable Subsidiary shall be deemed to have received Net Cash Proceeds in an amount equal to such excess or reduction, at the time of payment of such taxes or on the date of such reduction, as the case may be; provided further that any portion of any proceeds received from the sale, lease, transfer or other disposition of any asset pursuant to Section 5.02(d) or any Recovery Event that has not been invested in the business as permitted under this Agreement within such six-month period shall (i) be deemed to be Net Cash Proceeds of such a sale or Recovery Event occurring on the last day of such six-month period and (ii) be applied to the prepayment of Advances in accordance with Section 2.03(b); provided further that, for purposes of the preceding proviso, such six-month period shall be extended by up to six additional months from the last day of such initial six-month period so long as (A) such proceeds are to be invested in the business as permitted under this Agreement within such additional six-month period under the U.S. Borrower’s or any of its Subsidiaries’ business plan as most recently adopted in good faith by its board of directors and (B) such Person believes in good faith that such proceeds will be so reinvested within such additional six-month period.

“Net Income” means, with respect to any Person for any period, the net income (or loss) of such Person; provided that, for purposes of determining Net Income for any Person and its Subsidiaries on a Consolidated basis, there shall be excluded from such determination (a) 

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any after-tax gains or losses, and any related fees and expenses, in each case to the extent attributable to the sale of assets, and (b) any net extraordinary gains (or losses).

“New Senior Convertible Notes” means the 7.5% Convertible Notes issued pursuant to the New Senior Convertible Notes Indenture.

“New Senior Convertible Notes Indenture” means the indenture, dated as of the Effective Date, entered into by the U.S. Borrower in connection with the issuance of the New Senior Convertible Notes, together with all instruments and other agreements entered into by the U.S. Borrower and the Subsidiaries that are guarantors of the New Senior Convertible Notes in connection therewith, as the same may be amended, supplemented or otherwise modified from time to time in accordance with Section 5.02(h).

“NPL” means the National Priorities List under CERCLA.

“Obligation” means, with respect to any Person, any payment, performance or other obligation of such Person of any kind, including, without limitation, any liability of such Person on any claim, whether or not the right of any creditor to payment in respect of such claim is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, disputed, undisputed, legal, equitable, secured or unsecured, and whether or not such claim is discharged, stayed or otherwise affected by any proceeding referred to in Section 7.01(f). Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents include (a) the unpaid principal of and interest on the Advances, reimbursement obligations in respect of the Letters of Credit, Letter of Credit commissions, charges, expenses, fees, attorneys’ fees and disbursements, indemnities and other amounts payable by any Loan Party under any Loan Document (including, without limitation, interest accruing at the then applicable rate provided herein after the maturity of the Advances and reimbursement obligations in respect of the Letters of Credit and Post-Petition Interest and Expenses) to the Administrative Agent or any Lender Party, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, the other Loan Documents, any Letter of Credit or any other document made, delivered or given in connection with any of the foregoing, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to the Lender Parties that are required to be paid by any Borrower pursuant to the terms of any of the foregoing agreements) and (b) the obligation of any Loan Party to reimburse any amount in respect of any of the foregoing that any Lender Party, in its sole discretion, may elect to pay or advance on behalf of such Loan Party.

“OECD” means the Organization for Economic Cooperation and Development.

“Off-Balance Sheet Liabilities” of any Person shall mean (a) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (b) any liability of such Person under any sale and leaseback transactions that does not create a liability on the balance sheet of such Person (other than an operating lease), (c) any obligation under a Synthetic Lease or (d) any obligation arising with respect to any other

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transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person.

“Other Permitted Debt” has the meaning specified in Section 5.02(b)(iii)(I).

“Other Permitted Debt Documents” means all agreements, indentures and instruments pursuant to which Debt of the Borrowers or any of their Subsidiaries (other than Permitted Subordinated Debt) is issued.

“Other Taxes” has the meaning specified in Section 2.09(b).

“PBGC” means the Pension Benefit Guaranty Corporation (or any successor).

“Permitted Equity Documents” means all agreements, indentures and instruments pursuant to which Equity Interests other than Disqualified Equity Interests are issued.

“Permitted Liens” means such of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced:  (a) Liens for taxes, assessments and governmental charges or levies to the extent not required to be paid under Section 5.01(b) hereof; (b) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens and other similar Liens arising in the ordinary course of business outstanding at any time and securing indebtedness that is not overdue for a period of more than 30 days; (c) Liens arising from judgments or decrees in circumstances not constituting an Event of Default under Section 7.01(g); (d) Liens incurred or deposits made in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations incurred in the ordinary course of business; (e) ground leases in respect of real property on which facilities owned or leased by the U.S. Borrower or any of its Subsidiaries are located; (f) easements, rights-of-way, restrictions, minor defects or irregularities in title and other similar charges or encumbrances not interfering in any material respect with the business of the U.S. Borrower and its Subsidiaries taken as a whole; (g) any interest or title of a lessor or secured by a lessor’s interest under any lease permitted by this Agreement and any Liens arising from any financing statement filed in connection with such lease; (h) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (i) Liens on goods the purchase price of which is financed by a documentary letter of credit issued for the account of the U.S. Borrower or any of its Subsidiaries; provided that such Lien secures only the obligations of the U.S. Borrower or such Subsidiaries in respect of such letter of credit to the extent permitted under Section 5.02(b)(iii)(F); and (j) leases or subleases granted to others not interfering in any material respect with the business of the U.S. Borrower and its Subsidiaries, taken as a whole.

“Permitted Subordinated Debt” has the meaning specified in Section 5.02(b)(i)(B).

“Person” means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

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“Petition Date” has the meaning specified in Preliminary Statement (5).

“PIK Advance” has the meaning specified in Section 2.01(b).

“Plan” means any multiemployer or single-employer plan, as defined in Section 4001 of ERISA and subject to Title IV of ERISA, that is or was within any of the preceding five plan years maintained or contributed to by (or to which there is or was an obligation to contribute or to make payments of) any Loan Party or an ERISA Affiliate.

“Plan of Reorganization” has the meaning specified in Preliminary Statement (7).

“Post-Petition Interest and Expenses” means interest accruing at the then applicable rate provided herein after the filing of any petition in bankruptcy, or the commencement of any Insolvency Proceeding, relating to either Borrower, and expenses reimbursable hereunder which are incurred after the filing of any petition in bankruptcy or the commencement of any such Insolvency Proceeding, whether or not a claim for such post-filing or post-petition interest or expenses is allowed in such proceeding.

“PPSA” means the Personal Property Security Act (Ontario), and the regulations thereunder and equivalent legislation in other provinces of Canada, as applicable.

“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.

“Pro Rata Share” of any amount means, with respect to any U.S. Letter of Credit Lender at any time, the product of such amount times a fraction the numerator of which is the amount of such U.S. Letter of Credit Lender’s pro rata share of the U.S. Letter of Credit Facility at such time and the denominator of which is the U.S. Letter of Credit Facility at such time.

“Recovery Event” means any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of the U.S. Borrower or any of its Subsidiaries.

“Register” has the meaning specified in Section 9.07(d).

“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Related Documents” means the New Senior Convertible Notes, the New Senior Convertible Notes Indenture, any Subordinated Debt Documents and any Other Permitted Debt Documents.

“Related Fund” means any Person that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) a Person or an Affiliate of a Person that administers or manages a Lender.

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“Replacement Letter of Credit” has the meaning specified in Section 5.02(b)(iii)(G).

“Reportable Event” means an event described in Section 4043 of ERISA and the regulations thereunder.

“Requirements of Law” means, with respect to any Person, all laws, constitutions, statutes, treaties, ordinances, rules and regulations, all orders, writs, decrees, injunctions, judgments, determinations or awards of an arbitrator, a court or any other governmental authority, and all governmental authorizations, binding upon or applicable to such Person or to any of its properties, assets or businesses.

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

“Responsible Officer” means any officer of any Loan Party or any of its Subsidiaries.

“Restricted Party” means any person listed:

(a)in the Annex to the Executive Order;

(b)on the “Specially Designated Nationals and Blocked Persons” list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury;

(c)in any successor list to either of the foregoing;

(d)any person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or

(e)a person or entity:

(i)on a list established by the Governor in Council under Section 83.05 of the Criminal Code (Canada);

(ii)that is a “listed person” within the meaning of the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (Canada);

(iii)“Osama Bin Laden or his associates”, the “Taliban” or “a person associated with the Taliban”, each as defined in the United Nations Al-Qaida and Taliban Regulations (Canada); or

(iv)with which any Loan Party is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law.

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“Restructuring” means the restructuring of the capital structure of the U.S. Borrower pursuant to and in accordance with the provisions of the Plan of Reorganization and the Disclosure Statement.

“Restructuring Charges” has the meaning specified in the definition of “EBITDA”.

“S&P” has the meaning specified in the definition of “Cash Equivalents” in this Section 1.01.

“Second Designated Subsidiary” means the Subsidiary designated as the “Second Designated Subsidiary” in the Designated Subsidiary Side Letter.

“Secured Parties” means the Administrative Agent and the Lender Parties.

“Solvent” and “Solvency” mean, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital.  The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Specified Change of Control” means a “Change of Control” (or any other defined term having a similar purpose), as defined in any Subordinated Debt Document or in any Permitted Equity Document.

“Specified Underfunded Plan” means any Plan that has any Unfunded Current Liability.

“STA” means the Securities Transfer Act (Ontario) and the regulations thereunder and equivalent legislation in other provinces of Canada, as applicable.

“Subordinated Debt” means (a) the Debt evidenced by the New Senior Convertible Notes, (b) any other Debt of the Borrowers that is subordinated to the Obligations of the Borrowers under the Loan Documents in a manner no less favorable to the Lender Parties than those applicable to the New Senior Convertible Notes and (c) guaranty Obligations of any Subsidiary Guarantor in respect of any such Debt referred to in the foregoing clauses (a) and (b), so long as such guaranty Obligations are subordinated to the Obligations of such Subsidiary Guarantor under the Loan Documents in a manner no less favorable to the Lender Parties than those applicable to the guaranty Obligations of such Subsidiary Guarantor in respect of the New Senior Convertible Notes.

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“Subordinated Debt Documents” means the New Senior Convertible Notes Indenture and all other agreements, indentures and instruments pursuant to which Permitted Subordinated Debt is issued.

“Subsidiary” of any Person means any corporation, partnership, joint venture, limited liability company, trust or estate of which (or in which) more than 50% of (a) the issued and outstanding capital stock having ordinary voting power to elect a majority of the Board of Directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (b) the interest in the capital or profits of such partnership, joint venture or limited liability company or (c) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person’s other Subsidiaries.

“Subsidiary Guarantors” means the Subsidiaries of the U.S. Borrower that are Domestic Subsidiaries and are listed on Schedule II hereto, and each other Subsidiary of the U.S. Borrower that shall be required to deliver an Assumption Agreement pursuant to this Agreement.

“Surviving Debt” means all Debt of the U.S. Borrower and its Subsidiaries that is outstanding immediately prior to the Effective Date and which is identified on Schedule 4.01(r).

“Synthetic Lease” shall mean a lease transaction under which the parties intend that (a) the lease will be treated as an “operating lease” by the lessee and (b) the lessee will be entitled to various tax and other benefits ordinarily available to owners (as opposed to lessees) of like property.

“Taxes” has the meaning specified in Section 2.09(a).

“Termination Date” means (a) with respect to the U.S. Loan Facility, the earlier of June 30, 2013 and the date on which the outstanding principal amount of the U.S. Loan Advances become due and payable pursuant to Section 7.01, (b) with respect to the Canadian Facility, the earlier of June 30, 2013 and the date on which the outstanding principal amount of the Canadian Advances become due and payable pursuant to Section 7.01, and (c) with respect to the U.S. Letter of Credit Facility, the earlier of June 30, 2013 and the date on which the outstanding U.S. Letter of Credit Advances become due and payable pursuant to Section 7.01.

“Type” refers to the distinction between Advances bearing interest at the Base Rate and Advances bearing interest at the Eurodollar Rate.

“Unfunded Current Liability” of any Plan means the amount, if any, by which the present value of the accumulated benefits under the Plan as of the close of its most recent plan year, determined in accordance with Statement of Financial Accounting Standards No. 87 as in effect on the date hereof, exceeds the fair market value of the assets allocable thereto; provided that upon the direction of the Administrative Agent (acting in its own discretion or at the request of any Lender), the Unfunded Current Liability of each Plan shall be calculated as set forth above but the present value of the accumulated benefits under such Plan as of the close of its most recent plan year shall be based upon the actuarial assumptions that would be used by the Plan’s actuary in a termination of such Plan.

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“United States” and “U.S.” each mean the United States of America.

“Unmatured Surviving Obligations” has the meaning specified in the Guarantee and Collateral Agreement.

“U.S. Borrower” has the meaning specified in the recital of parties to this Agreement.

“U.S. Lender” means, at any time, any Lender that has made an Existing U.S. Advance, a Hedging Advance or a PIK Advance that is outstanding at such time.

“U.S. Lender Note” means a promissory note of the U.S. Borrower payable to the order of any U.S. Lender, in substantially the form of Exhibit A-1 hereto, evidencing the aggregate indebtedness of the U.S. Borrower to such Lender resulting from the Existing U.S. Advances made by such Lender.

“U.S. Letter of Credit Advances” means the advances made by the Issuing Bank or any U.S. Revolving Credit Lender pursuant to Section 2.12(b) after the Effective Date, all of which advances shall be payable by the U.S. Borrower to the Issuing Bank and the U.S. Revolving Credit Lenders as provided herein.

“U.S. Letter of Credit Agreement” means the application and agreement for letter of credit specified by the Issuing Bank to the U.S. Borrower for use in connection with a Letter of Credit.

“U.S. Letter of Credit Facility” means, at any time, an amount equal to the aggregate amount of the U.S. Letter of Credit Advances at such time.

“U.S. Letter of Credit Lender” means, at any time, the Issuing Bank or any U.S. Revolving Credit Lender.

“U.S. Loan Advance” means an Existing U.S. Advance, a Hedging Advance or a PIK Advance.

“U.S. Loan Facility” means, at any time, the aggregate amount of the Existing U.S. Advances, the Hedging Advances and the PIK Advances at such time.

“U.S. Person” means any Person which is organized under the laws of a jurisdiction of the United States.

“U.S. Revolving Credit Advances” means the revolving credit advances made to the U.S. Borrower by certain of the U.S. Lenders under the Existing Credit Agreement in an aggregate amount, as of the Effective Date, equal to $34,069,786.78, which advances shall be payable by the U.S. Borrower to such U.S. Lenders as provided herein.

“U.S. Revolving Credit Lender” means each Lender identified as such on Schedule I hereto.

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“USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act, Title III of Public Law 107-56 (signed into law October 26, 2001).

“Voting Stock” means capital stock issued by a corporation, or equivalent interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.

Section 1.02  Computation of Time Periods.  In this Agreement, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”.

Section 1.03  Accounting Terms.  The financial statements to be furnished to the Lender Parties pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved; provided that all computations and all definitions (including accounting terms) used in determining compliance with Section 5.02 and Section 5.04 shall utilize GAAP and policies in conformity with those used to prepare the financial statements referred to in Section 4.01(f)(i).

Section 1.04  Currency Equivalent.  For purposes of construction of the terms hereof, the equivalent in another currency of an amount in U.S. dollars shall be determined by using the quoted spot rate at which DBTCA’s principal office in New York City offers to purchase such other currency with the equivalent in dollars in New York City at 9:00 A.M. (New York City time) on the date on which such equivalent is to be determined.

Section 1.05  Uniform Commercial Code.  Unless otherwise defined herein or in the other Loan Documents, terms used herein which are defined in the Uniform Commercial Code as in effect in the State of New York from time to time (or the PPSA or STA in respect of matters related to the Canadian Borrower or its property or assets) are used herein as therein defined.

ARTICLE II

Amounts and Terms of the Advances

Section 2.01  The Advances.

(a)Existing Advances.  The aggregate outstanding principal amount of the Existing Advances owed to each Lender as of the Effective Date is set forth on Schedule I hereto.  Amounts repaid or prepaid in respect of the Existing Advances may not be reborrowed.

(b)PIK Advances.  On the Effective Date, in accordance with the Plan of Reorganization, each U.S. Lender that was owed Last Out Term Advances, in respect of which interest accrued but was not paid in cash following the Petition Date, will be deemed to make an advance (a “PIK Advance”) to the U.S. Borrower in the amount of such accrued and unpaid interest.  The aggregate outstanding principal amount of the PIK Advances owed to each U.S.

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Lender as of the Effective Date is set forth on Schedule I hereto.  Amounts repaid or prepaid in respect of the PIK Advances may not be reborrowed.

(c)Hedging Advances.  On the Effective Date, in accordance with the Plan of Reorganization, each Hedging Lender that was owed a termination payment in respect of its hedge agreement with the U.S. Borrower will be deemed to make an advance (a “Hedging Advance”) to the U.S. Borrower in the amount of such termination payment.  The aggregate outstanding principal amount of the Hedging Advances owed to each Hedging Lender as of the Effective Date is set forth on Schedule I hereto.  Amounts repaid or prepaid in respect of the Hedging Advances may not be reborrowed.

(d)Type and Duration.  On the Effective Date, all Advances will be deemed to be made as Base Rate Advances.

Section 2.02  Repayment of Advances.  The Borrowers shall each repay to the Administrative Agent for the ratable account of the U.S. Lenders (in the case of repayments of U.S. Advances by the U.S. Borrower), the Canadian Lenders (in the case of repayments of Canadian Advances by the Canadian Borrower) and the U.S. Letter of Credit Lenders (in the case of repayments of U.S. Letter of Credit Advances by the U.S. Borrower) the aggregate outstanding principal amount of the Advances on the Termination Date in respect of the U.S. Facility, the Canadian Facility or the U.S. Letter of Credit Facility, as applicable.

Section 2.03  Prepayments.

(a)Optional.  The Appropriate Borrower may, on same Business Day’s notice in the case of Base Rate Advances and one Business Day’s notice in the case of Eurodollar Rate Advances, in each case to the Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Appropriate Borrower shall, prepay the outstanding aggregate principal amount of the U.S. Loan Advances, the U.S. Letter of Credit Advances or the Canadian Advances, as applicable, comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the aggregate principal amount prepaid; provided, however, that (x) each partial prepayment shall be in an aggregate principal amount of $1,000,000 or an integral multiple of $500,000 in excess thereof, and (y) if any prepayment of a Eurodollar Rate Advance is made on a date other than the last day of an Interest Period for such Advance such Borrower shall also pay any amounts owing pursuant to Section 9.04(c).  Each such prepayment of (i) any U.S. Loan Advances shall be applied to U.S. Loan Advances comprising part of such Borrowing ratably, (ii) any Canadian Advances shall be applied to Canadian Advances comprising part of such Borrowing ratably, and (iii) any U.S. Letter of Credit Advances shall be applied to U.S. Letter of Credit Advances comprising part of such Borrowing ratably.

(b)Mandatory.

(i)The Borrowers shall, on the earlier of (x) the fifth Business Day following the date of delivery of the financial information required pursuant to Section 5.03(b) and (y) the fifth Business Day after the 90th day following the end of each Fiscal Year commencing with the Fiscal Year ending December 31, 2011, prepay U.S. Loan

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Advances, Canadian Advances and U.S. Letter of Credit Advances, if any, ratably in an aggregate amount equal to the lesser of (A) the remainder (if any) of (i) the ECF Percentage of the amount of Excess Cash Flow for such Fiscal Year minus (ii) the aggregate amount of any optional prepayments of Advances made by the Borrowers during such Fiscal Year and (B) the maximum amount based upon projected uses of cash and Cash Equivalents during the month in which such repayment of Advances is made, as reflected in the most recent 13-Week Cash Flow Forecast delivered pursuant to Section 5.03(e) or, if no 13-Week Cash Flow Forecast is required to be delivered pursuant to Section 5.03(e), a cash flow forecast provided by the U.S. Borrower for such month in a form reasonably satisfactory to the Administrative Agent, that would not cause a Default to occur under Section 5.04(a) in respect of such month.  Each such prepayment of Advances shall be applied ratably to the outstanding aggregate principal amount of the U.S. Loan Advances, the Canadian Advances and the U.S. Letter of Credit Advances, if any, and pro rata to the remaining installments thereof.

(ii)The Borrowers shall, promptly and in any event not later than one (1) Business Day after  the date of receipt of the Net Cash Proceeds by any Loan Party or any of its Subsidiaries from the sale, lease, transfer or other disposition (other than inventory sold in the ordinary course of business) of any assets of any Loan Party or any of its Subsidiaries or from any Recovery Event, prepay U.S. Loan Advances, Canadian Advances and U.S. Letter of Credit Advances, if any, ratably in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds; provided, that up to $5,000,000 of the Net Cash Proceeds received in respect of a sale or disposition of the First Designated Subsidiary or all or substantially all of the assets of the First Designated Subsidiary made in accordance with Section 5.02(d)(iv) may be retained by the Borrowers for reinvestment.  Each such prepayment of Advances shall be applied ratably to the outstanding aggregate principal amount of the U.S. Loan Advances, the Canadian Advances and the U.S. Letter of Credit Advances, if any, and pro rata to the remaining installments thereof.

(iii)The Borrowers shall, promptly and in any event not later than one (1) Business Day after the date of receipt of the Net Cash Proceeds by any Loan Party or any of its Subsidiaries from the incurrence or issuance of any Debt (excluding any Debt incurred or issued in accordance with Section 5.02(b) other than any Debt issued or incurred for the purposes of curing an EBITDA Deficiency in accordance with Section 5.04(b)), prepay U.S. Loan Advances, Canadian Advances and U.S. Letter of Credit Advances, if any, ratably in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds.  Each such prepayment of Advances shall be applied ratably to the outstanding aggregate principal amount of the U.S. Loan Advances, the Canadian Advances and the U.S. Letter of Credit Advances, if any, and pro rata to the remaining installments thereof

(iv)The Borrowers shall, promptly and in any event not later than one (1) Business Day after the date of receipt of the Net Cash Proceeds by any Loan Party or any of its Subsidiaries from the sale or issuance of any Equity Interests of the U.S. Borrower (including, without limitation, any capital contribution) prepay U.S. Loan Advances, Canadian Advances and U.S. Letter of Credit Advances, if any, ratably in an aggregate

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amount equal to 100% of such Net Cash Proceeds.  Each such prepayment of Advances shall be applied ratably to the outstanding aggregate principal amount of the U.S. Loan Advances, the Canadian Advances and the U.S. Letter of Credit Advances, if any, and pro rata to the remaining installments thereof.

(v)If (i) any beneficiary that has received proceeds of a draw under a letter of  credit issued pursuant to the Existing Credit Agreement (including the Letters of Credit hereunder) returns all or any portion of those proceeds to the U.S. Borrower or (ii)  the LC Cash Return Funded Portion of any Replacement Letter of Credit is returned to the U.S. Borrower for any reason (any such return of the amounts described under clause (i) or (ii), an “LC Cash Return”), then, on the LC Cash Return Payment Date for such LC Cash Return, the U.S. Borrower shall procure prepayment of U.S. Loan Advances, Canadian Advances and U.S. Letter of Credit Advances, if any, ratably in an aggregate amount equal to the lesser of (x) the amount of proceeds returned to the U.S. Borrower pursuant to such LC Cash Return and (y) the amount, if any, by which the aggregate amount of all proceeds returned to the U.S. Borrower pursuant to all LC Cash Returns as of such LC Cash Return Payment Date exceeds the sum of (A) the aggregate amount of cash applied by the U.S. Borrower to cash collateralize Replacement Letters of Credit as of such LC Cash Return Payment Date plus (B) the amount of all payments made or procured by the U.S. Borrower under this paragraph (v) prior to such LC Cash Return Payment Date.  Each such prepayment of Advances shall be applied ratably to the outstanding aggregate principal amount of the U.S. Loan Advances, the Canadian Advances and the U.S. Letter of Credit Advances, if any, and pro rata to the remaining installments thereof.

(vi)All prepayments under this subsection (b) shall be made together with accrued interest to the date of such prepayment on the principal amount prepaid.

(vii)Notwithstanding any other provision of this Section 2.03, the Canadian Borrower shall not be liable for or required to repay any Obligation of the Loan Parties under the Loan Documents other than those Obligations incurred under the Canadian Facility.

(viii)With respect to each prepayment of Advances required by this subsection (b), the Appropriate Borrower may designate the Type of Advances which are to be prepaid and, in the case of Eurodollar Rate Advances, the specific Borrowing or Borrowings pursuant to which such Eurodollar Rate Advances were made; provided that each prepayment of any Advances made pursuant to a Borrowing shall be applied pro rata among such Advances.  In the absence of a designation by the Appropriate Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, apply such prepayment to Base Rate Advances, if any, and thereafter make such designation in its sole discretion.

(ix)Notwithstanding any of the other provisions of this Section 2.03(b), so long as no Default under Section 7.01(a) or 7.01(f) or Event of Default shall have occurred and be continuing, if any prepayment of Eurodollar Rate Advances is required to be made under this Section 2.03(b) other than on the last day of the Interest Period

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therefor, the Borrower to which such Eurodollar Rate Advances were made may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made hereunder into the Cash Collateral Account of such Borrower until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from such Borrower) to apply such amount to the prepayment of such Advances in accordance with this Section 2.03(b).

Section 2.04  Interest.

(a)Scheduled Interest.  Each Borrower shall pay interest on the unpaid principal amount of each Advance owing by it to each Lender Party from the Effective Date (with respect to U.S. Loan Advances and the Canadian Advances) or the date of such Advance (with respect to U.S. Letter of Credit Advances) until such principal amount shall be paid in full, at the following rates per annum:

(i)Base Rate Advances.  During such periods as such Advance is a Base Rate Advance, a rate per annum equal at all times to the sum of (A) the Base Rate in effect from time to time plus (B) the Applicable Margin in effect from time to time, payable in arrears quarterly on the last Business Day of each March, June, September and December during such periods, subject, however, to the provisions of subsection (b) of this Section 2.04.

(ii)Eurodollar Rate Advances.  During such periods as such Advance is a Eurodollar Rate Advance, a rate per annum equal at all times during each Interest Period for such Advance to the sum of (A) the Eurodollar Rate for such Interest Period for such Advance plus (B) the Applicable Margin in effect on the first day of such Interest Period, payable in arrears on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on each day that occurs during such Interest Period every three months from the first day of such Interest Period and on the date such Eurodollar Rate Advance shall be Converted or paid in full, subject, however, to the provisions of subsection (b) of this Section 2.04.

(b)Default Interest.  If all or a portion of (i) the principal amount of any Advance or (ii) any interest payable thereon or fees or other amounts payable under this Agreement shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), the aggregate principal amount of all Advances outstanding at such time shall bear interest, payable on demand, at a rate per annum that is (x) in the case of overdue principal, the rate that would otherwise be applicable thereto plus 2% per annum or (y) in the case of any overdue interest, fees or other amounts payable, to the extent permitted by applicable law, the rate described in Section 2.04(a)(i) plus 2% per annum, in each case, from the date of such non-payment to the date on which such overdue amount is paid in full (after as well as before judgment).

(c)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 Rate Advances and shall promptly notify the Appropriate Borrower and the Lenders thereof.  Each such determination shall, absent manifest error, be final and

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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.

Section 2.05  Fees.

(a)Letter of Credit Fees, Etc.

(i)The U.S. Borrower shall pay to the Administrative Agent for the account of each U.S. Revolving Credit Lender a commission, accruing from the Effective Date, payable in arrears quarterly on the last Business Day of each March, June, September and December, commencing March 31, 2010, and on the earliest to occur of the full drawing expiration, termination or cancellation of any such Letter of Credit and on the Termination Date, on such Lender’s Pro Rata Share of the average daily aggregate Available LC Amount of all Letters of Credit at a rate per annum equal to the Applicable Margin for Eurodollar Rate Advances.

(ii)The U.S. Borrower shall pay to the Issuing Bank, for its own account, (A) a fronting fee, accruing from the Effective Date, payable in arrears quarterly on the last Business Day of each March, June, September and December, commencing March 31, 2010, and on the earliest to occur of the full drawing expiration, termination or cancellation of any such Letter of Credit and on the Termination Date, on the average daily aggregate Available LC Amount of all Letters of Credit at the rate of 0.25% per annum and (B) such other reasonable and customary commissions, transfer fees and other fees and charges in connection with the issuance or administration of each Letter of Credit as the U.S. Borrower and the Issuing Bank shall agree.

(b)Administrative Agent’s Fees.  The U.S. Borrower shall pay to the Administrative Agent for its own account such fees as may from time to time be agreed between the U.S. Borrower and the Administrative Agent.

Section 2.06  Conversion of Advances.

(a)Optional.  Either Borrower may on any Business Day, upon notice given to the Administrative Agent not later than 12:00 P.M. (New York City time) on the third Business Day prior to the date of the proposed Conversion and subject to the provisions of Sections 2.04 and 2.07, Convert all or any portion of the Advances of one Type owed by it comprising the same Borrowing into Advances of the other Type; provided, however, that any

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Conversion of Eurodollar Rate Advances into Base Rate Advances shall be made only on the last day of an Interest Period for such Eurodollar Rate Advances, any Conversion of Base Rate Advances into Eurodollar Rate Advances shall be in an amount not less than $2,000,000 no Conversion of any Advances shall result in more than five separate Borrowings and each Conversion of Advances comprising part of the same Borrowing under any Facility shall be made ratably among the Appropriate Lenders in accordance with their Advances under such Facility.  Each such notice of Conversion shall, within the restrictions specified above, specify (i) the date of such Conversion, (ii) the Advances to be Converted and (iii) if such Conversion is into Eurodollar Rate Advances, the duration of the initial Interest Period for such Advances.  Each notice of Conversion shall be irrevocable and binding on such Borrower.

(b)Mandatory.  (i)  On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $2,000,000, such Advances shall automatically Convert into Base Rate Advances.

(ii)If the Appropriate Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify such Borrower and the Appropriate Lenders, whereupon each such Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance.

(iii)Upon the occurrence and during the continuance of any Default under Section 7.01(a), (x) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (y) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.

Section 2.07  Increased Costs, Etc.  (a)  In the event that, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage) in or in the interpretation or administration of any applicable law or regulation after the Effective Date, (ii) the compliance with any applicable guideline or request from the NAIC or any central bank or other Governmental Authority (whether or not having the force of law) or (iii) any other circumstance affecting the interbank Eurodollar market or the position of any Lender Party in such market which leads such Lender Party to reasonably determine that the Eurodollar Rate for any Interest Period for any Eurodollar Rate Advance made by such Lender Party will not adequately reflect the cost to such Lender Party of making, funding or maintaining such Eurodollar Rate Advance for such Interest Period, there shall be any increase in the cost to or reduction in the amount received or receivable by any Lender Party as a result of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances or of agreeing to issue or of issuing or maintaining Letters of Credit or of agreeing to make or of making or maintaining Letter of Credit Advances (excluding for purposes of this Section 2.07 any such increased costs resulting from (A) Taxes or Other Taxes (as to which Section 2.09 shall govern) and (B) changes in the basis of taxation of overall net income or overall gross income by the United States or Canada or by the foreign jurisdiction or state under the laws of which such Lender Party is organized or has its Applicable

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Lending Office or any political subdivision thereof), then the U.S. Borrower shall from time to time, upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender Party, in its reasonable discretion, shall determine) sufficient to compensate such Lender Party for such increased cost; provided, however, that a Lender Party claiming additional amounts under this Section 2.07(a) agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office for any Advances affected by such event if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost that may thereafter accrue; provided that such designation is made on terms that such Lender Party and its Applicable Lending Office suffer no economic, legal or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to the operation of this subsection (a).  A certificate as to the amount of such increased cost and showing in reasonable detail the basis for the calculation thereof, submitted to such Borrower by such Lender Party at the time of demand, shall be conclusive and binding for all purposes, absent manifest error.

(b)If, due to either (i) the introduction of or any change in or in the interpretation or administration of any applicable law or regulation after the Effective Date or (ii) the compliance with any applicable guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the amount of capital required or expected to be maintained by any Lender Party or any corporation controlling such Lender Party which has or would have the effect of reducing the rate of return on such Lender Party’s capital or assets as a result of or based upon the existence of such Lender Party’s commitments and obligations under this Agreement to a level below that which such Lender Party could have achieved but for such change or compliance (taking into consideration such Lender Party’s or any corporation controlling such Lender Party’s policies with respect to capital adequacy), then, upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), the U.S. Borrower shall pay to the Administrative Agent for the account of such Lender Party, from time to time as specified by such Lender Party, additional amounts sufficient to compensate such Lender Party in the light of such circumstances, it being understood and agreed that a Lender Party shall not be entitled to such compensation as a result of such Lender Party’s compliance with, or pursuant to any request or directive to comply with, any such law, regulation, guideline or request in effect on the Effective Date.  Any amount payable pursuant to this Section 2.07(b) shall be payable only to the extent that such Lender Party reasonably determines such increase in capital to be allocable to the existence of such Lender Party’s commitment to lend or to issue Letters of Credit hereunder or to the issuance or maintenance of any Letters of Credit.  A certificate as to such amounts and showing in reasonable detail the basis for the calculation thereof submitted to such Borrower by such Lender Party at the time of demand shall be conclusive and binding for all purposes, absent manifest error.

(c)Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender Party or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, with respect

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to any Eurodollar Rate Advance affected by circumstances described in this subsection (c), such Borrower will, and with respect to any Eurodollar Rate Advance affected by circumstances described in subsections (a) or (b) above, such Borrower may, on the last day of the then existing Interest Period therefor, convert each Eurodollar Rate Advance affected by such circumstances into a Base Rate Advance by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that such Borrower was notified by a Lender Party pursuant to subsection (a) or (b) above or this subsection (c) (as applicable); provided that if more than one Lender Party is affected at any time, then all affected Lender Parties must be treated in the same manner pursuant to this Section 2.07(c).  In the event of an illegality as described in this subsection (c) the obligation of the affected Lender Parties to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Appropriate Borrower that such Lender Party has determined that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office for any Advances affected by such event if the making of such a designation would allow such Lender Party or its Applicable Lending Office to continue to perform its obligations to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances; provided that such designation is made on terms that such Lender Party and its Applicable Lending Office suffer no economic, legal or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to the operation of this subsection.

(d)Anything in this Agreement to the contrary notwithstanding, to the extent any notice under Section 2.07, 2.09 or 9.04(c) is given by any Lender Party more than 180 days after such Lender Party has knowledge (or should have had knowledge) of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amounts described in such Section 2.07, 2.09 or 9.04(c), as the case may be, such Lender Party shall not be entitled to compensation under such Section for any such amounts incurred or accruing prior to the giving of such notice to the Appropriate Borrower.

Section 2.08  Payments and Computations.  (a)  Each Borrower shall make each payment owed by it hereunder and under the Lender Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.11), not later than 12:00 P.M. (New York City time) on the day when due (or, in the case of payments made by the U.S. Borrower pursuant to Section 6.01, on the date of demand therefor) in U.S. dollars to the Administrative Agent at the Administrative Agent’s Account in same day funds.  The Administrative Agent will promptly thereafter cause like funds to be distributed (i) if such payment by a Borrower is in respect of principal, interest, fees or any other Obligation then payable hereunder and under the Lender Notes to more than one Lender Party, to such Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lender Parties and (ii) if such payment by a Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement.  Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d), from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Lender Notes in respect

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of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

(b)If the Administrative Agent receives funds for application to the Obligations under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each Lender Party ratably in accordance with such Lender Party’s proportionate share of the principal amount of all outstanding Advances and the Available LC Amount of all Letters of Credit in repayment or prepayment of such of the outstanding Advances or other Obligations owed to such Lender Party, and for application to such principal installments, as the Administrative Agent shall direct.

(c)The Borrowers hereby authorize each Lender Party, if and to the extent payment owed to such Lender Party is not made when due hereunder or, in the case of a Lender Party, under the Lender Note held by such Lender Party, to charge from time to time against any or all of the Appropriate Borrower’s accounts with such Lender Party any amount so due.

(d)All computations of interest, fees and commissions shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, fees or commissions are payable; provided that (i) interest in respect of which the rate of interest is calculated on the basis of clause (a) of the definition of “Base Rate” contained in Section 1.01 and (ii) any fees payable hereunder shall be calculated on the basis of a year of 365 (or 366, as the case may be) days for the actual number of days elapsed; and provided further that for purposes of the Interest Act (Canada), whenever interest, fees or commissions hereunder are to be calculated at a rate based upon a 360 day period (the “Applicable Rate”), the rate or percentage of interest on a yearly basis is equivalent to such Applicable Rate multiplied by the actual number of days in the year divided by 360.  Each determination by the Administrative Agent of an interest rate, fee or commission hereunder shall be conclusive and binding for all purposes, absent manifest error.

(e)Whenever any payment hereunder or under the Lender Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.

(f)Unless the Administrative Agent shall have received notice from the Appropriate Borrower prior to the date on which any payment is due to any Lender Party hereunder that such Borrower will not make such payment in full, the Administrative Agent may assume that such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due

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such Lender Party.  If and to the extent such Borrower shall not have so made such payment in full to the Administrative Agent, each such Lender Party shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Administrative Agent, at the Federal Funds Rate.

Section 2.09  Taxes.  (a)  Any and all payments by either Borrower hereunder or under the Lender Notes shall be made, in accordance with Section 2.08, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding (i) in the case of each Lender Party and the Administrative Agent, (A) taxes that are imposed on its overall net income by the United States, and taxes that are imposed on its overall net income or, in the case of any Canadian Lender, capital (and franchise taxes imposed in lieu thereof), by the state, province or other jurisdiction under the laws of which such Lender Party or the Administrative Agent (as the case may be) is organized or any political subdivision thereof and (B) any taxes imposed on the Administrative Agent or any Lender Party as a result of a current or former connection between the Administrative Agent or such Lender Party, as the case may be, and the jurisdiction imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising from the Administrative Agent or such Lender Party having executed, delivered or performed its obligations or received any payment under, or sought enforcement of, this Agreement) and (ii) (A) in the case of each Lender Party, taxes that are imposed on its overall net income (and franchise taxes imposed in lieu thereof) by the state, province or other jurisdiction of such Lender Party’s Applicable Lending Office or any political subdivision thereof and (B) in the case of each Canadian Lender, taxes that are imposed on its overall capital under the federal or provincial laws of Canada (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities in respect of payments hereunder or under the Lender Notes being hereinafter referred to as “Taxes”) unless such Borrower is required by law or the interpretation or administration thereof to withhold or deduct Taxes.  If either Borrower shall be required by law or the interpretation or administration thereof by the relevant taxing authority to deduct any Taxes from or in respect of any sum payable hereunder or under any Note to any Lender Party or the Administrative Agent, (x) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.09) such Lender Party or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (y) such Borrower shall make such deductions and (z) such Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law; provided, however, that the U.S. Borrower shall not be required to increase any such amounts otherwise payable to a Lender Party so long as such Lender Party fails to comply with the requirements of subsection (e) below.

(b)           In addition, each Borrower shall pay any present or future stamp, documentary, excise, property or similar taxes, charges or levies that arise from any payment made by it hereunder or under the Lender Notes or from the execution, delivery or registration of, performing under, or otherwise with respect to, this Agreement or the Lender Notes (hereinafter referred to as “Other Taxes”).

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(c)           Each Borrower shall indemnify each Lender Party and the Administrative Agent for and hold it harmless against the full amount of Taxes and Other Taxes, and for the full amount of taxes of any kind imposed by any jurisdiction on amounts payable under this Section 2.09, imposed on or paid by such Lender Party or the Administrative Agent (as the case may be), and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto that would not have arisen but for the Appropriate Borrower’s failure to pay any Taxes or Other Taxes when due to the appropriate taxing authority or remit to the Administrative Agent the receipts or other documentary evidence required under subsection (d) below.  This indemnification shall be made within 30 days from the date such Lender Party or the Administrative Agent (as the case may be) makes written demand therefor.

(d)           Promptly after the date of any payment of Taxes, the Appropriate Borrower shall furnish to the Administrative Agent, at its address referred to in Section 9.02, the original or a certified copy of a receipt evidencing such payment or such other evidence of payment that is reasonably satisfactory to the Administrative Agent.  In the case of any payment hereunder or under the Lender Notes by or on behalf of such Borrower through an account or branch outside the United States or by or on behalf of such Borrower by a payor that is not a United States person, if such Borrower determines that no Taxes are payable in respect thereof, such Borrower shall furnish, or shall cause such payor to furnish, to the Administrative Agent, at such address, an opinion of counsel reasonably acceptable to the Administrative Agent stating that such payment is exempt from Taxes.  For purposes of this subsection (d) and subsection (e), the terms “United States” and “United States person” shall have the meanings specified in Section 7701 of the Internal Revenue Code.

(e)           Each Lender Party organized under the laws of a jurisdiction outside the United States shall, on or prior to the date of its execution and delivery of this Agreement in the case of each Initial Lender or the Existing Issuing Bank, as the case may be, and on the date of the Assignment and Acceptance pursuant to which a Person becomes a Lender Party in the case of each other Lender Party, and from time to time thereafter as requested in writing by the U.S. Borrower (but only so long thereafter as such Lender Party remains lawfully able to do so), provide each of the Administrative Agent and the U.S. Borrower with two original properly completed and duly executed Internal Revenue Service Forms W-8BEN or W-8ECI or (in the case of a Lender Party that has certified in writing to the Administrative Agent that it is not (i) a “bank” as defined in Section 881(c)(3)(A) of the Internal Revenue Code), (ii) a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code) of such Borrower or (iii) a controlled foreign corporation related to such Borrower (within the meaning of Section 864(d)(4) of the Internal Revenue Code), Internal Revenue Service Form W-8BEN, as appropriate, or any successor or other form prescribed by the Internal Revenue Service, certifying that such Lender Party is exempt from or entitled to a reduced rate of United States withholding tax on payments pursuant to this Agreement or the Lender Notes or, in the case of a Lender Party that has certified that it is not a “bank” as described above, certifying that such Lender Party is a foreign corporation, partnership, estate or trust.  Such Lender Party hereby agrees, from time to time after the initial delivery of such forms or certificates, whenever a lapse in time or change in circumstances renders such forms or certificates obsolete or inaccurate in any material respect, that it shall promptly (i) deliver to the U.S. Borrower and the Administrative Agent two new original copies of Internal Revenue Service Forms W-8BEN or W-8ECI, or (in the case of a Lender Party that has certified in writing to the Administrative

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Agent that it is not (A) a “bank” as defined in Section 881(c)(3)(A) of the Internal Revenue Code), (B) a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code) of such Borrower or (C) a controlled foreign corporation related to such Borrower (within the meaning of Section 864(d)(4) of the Internal Revenue Code), as appropriate, properly completed and duly executed by such Lender Party or (ii) notify the Administrative Agent and the U.S. Borrower of its inability to deliver any such forms or certificates.  If the forms provided by a Lender Party at the time such Lender Party first becomes a party to this Agreement indicates a United States interest withholding tax rate in excess of zero, withholding tax at such rate shall be considered excluded from Taxes unless and until such Lender Party provides the appropriate form certifying that a lesser rate applies, whereupon withholding tax at such lesser rate only shall be considered excluded from Taxes for periods governed by such form; provided, however, that, if at the date of the Assignment and Acceptance pursuant to which a Lender Party becomes a party to this Agreement, the Lender Party assignor was entitled to payments under subsection (a) in respect of United States withholding tax with respect to interest paid at such date, then, to such extent, the term Taxes shall include (in addition to withholding taxes that may be imposed in the future or other amounts otherwise includable in Taxes) United States withholding tax, if any, applicable with respect to the Lender Party assignee on such date.  If any form or document referred to in this subsection (e) requires the disclosure of information, other than information necessary to compute the tax payable and information required on the date of the Existing Credit Agreement (in the case of Canadian Lenders) or on the date hereof (in the case of Lender Parties other than Canadian Lenders) by Internal Revenue Service form W-8BEN or W-8ECI or the related certificate described above, that the Lender Party reasonably considers to be confidential, the Lender Party shall give notice thereof to such Borrower and shall not be obligated to include in such form or document such confidential information.  Each Lender Party that is organized under the laws of the United States and is not an “exempt recipient” as such term is defined in Section 1.6049-4(c)(1)(ii) of the Treasury Regulations shall at each time specified above in this subsection (e) provide the Administrative Agent and the U.S. Borrower with two original properly completed and duly executed Internal Revenue Service Forms W-9; provided, however, if after the initial delivery by such Lender Party of such Form W-9, there is a lapse in time or change in circumstance that renders such form obsolete or inaccurate in any material respect, and such Lender Party is unable to deliver to the U.S. Borrower two new original copies of such form, properly completed and duly executed by such Lender, such Lender shall promptly notify the Administrative Agent and U.S. Borrower of its inability to deliver any such form.

(f)            In respect of any Canadian Advance made to the Canadian Borrower by any Lender, such Lender (i) represents and warrants to the Canadian Borrower that it is a resident of Canada for purposes of the Income Tax (Canada) or is an authorized foreign bank deemed to be a resident of Canada for purposes of Part XIII of the Income Tax (Canada) in respect of any amount paid to such Lender under the Canadian Facility (ii) agrees that if such Lender is not a resident of Canada at the time such payments are made that the Canadian Borrower may withhold and remit Taxes pursuant to subsection (a) (and (c), if applicable) and that such Lender shall not be entitled to indemnification under subsection (a) or (c) with respect to Taxes or Other Taxes imposed by Canada or any political subdivision or taxing authority thereof or therein that arise by virtue of such Lender being a non-resident of Canada for purposes of the Income Tax Act (Canada); and (iii) covenants and agrees to promptly advise the U.S. Borrower if such Lender changes its residency for purposes of the Income Tax Act (Canada) in

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accordance with the provisions of clause (i) above and to cooperate with the Canadian Borrower to provide, at either Borrower’s reasonable request, information necessary to determine the amount of withholding or deduction that may be required.

(g)           For any period with respect to which either (i) a Lender Party has failed to provide the U.S. Borrower with the appropriate form, certificate or other document described in subsection (e) above (other than if such failure is due to a change in law occurring after the date on which a form, certificate or other document originally was required to be provided or if such form otherwise is not required under subsection (e) above) or (ii) any representation or certification made by a Lender Party pursuant to subsection (e) or (f) above is incorrect in any material respect at the time a payment hereunder is made (other than by reason of any change in treaty, law or regulation having effect after the date of such representation or certification when made), such Lender Party shall not be entitled to indemnification under subsection (a) or (c) with respect to Taxes imposed by the United States or Canada by reason of such failure or incorrectness, as the case may be; provided, however, that should a Lender Party become subject to Taxes because of its failure to deliver a form, certificate or other document required hereunder, such Borrower shall take such steps as such Lender Party shall reasonably request to assist such Lender Party to recover such Taxes.

(h)           Any Lender Party claiming any additional amounts payable pursuant to this Section 2.09 agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Applicable Lending Office or designate a different Applicable Lending Office if the making of such a change or designation would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue; provided that such change or designation is made on terms that such Lender Party and its Applicable Lending Office suffer no economic, legal or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to the operation of subsection (a) or (c) above; provided further that nothing in this subsection (h) shall affect or postpone any of the obligations of the Borrowers or the rights of any Lender Party pursuant to this Section 2.09.

(i)            If the U.S. Borrower determines in good faith that a reasonable basis exists for contesting any taxes for which indemnification has been demanded hereunder, the relevant Lender Party or the Administrative Agent, as applicable, shall cooperate with the U.S. Borrower in challenging such taxes at the U.S. Borrower’s expense if so requested by the U.S. Borrower.  If any Lender Party or the Administrative Agent, as applicable, receives a refund of a tax for which a payment has been made by the U.S. Borrower pursuant to this Section, which refund in the good faith judgment of such Lender Party or Administrative Agent, as the case may be, is attributable to such payment made by the U.S. Borrower, then the Lender Party or the Administrative Agent, as the case may be, shall reimburse the U.S. Borrower for such amount as the Lender Party or the Administrative Agent, as the case may be, determines to be the proportion of the refund as will leave it, after such reimbursement, in no better or worse position than it would have been in if the payment had not been required.  If a Lender Party or the Administrative Agent is required to return all or a portion of any refund for which reimbursement was made under the preceding sentence to the authority that granted such refund, the U.S. Borrower shall pay over to such Lender Party or the Administrative Agent, as the case may be, the portion of such reimbursement as will leave such Lender Party or the Administrative Agent, as the case may be, in no better or worse position than if no such reimbursement had been

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made.  A Lender Party or the Administrative Agent shall claim any refund that it determines in good faith is available to it, unless it concludes in its reasonable discretion that it would be adversely affected by making such a claim; provided, however, that each Lender Party and the Administrative Agent shall be fully justified in refusing to claim any such refund, unless, if it so requests, it shall first be indemnified to its satisfaction against any expense that may be incurred by it in connection therewith.  Nothing herein contained shall interfere with the right of a Lender Party or the Administrative Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Lender Party or the Administrative Agent to disclose any information relating to its tax affairs or any computations in respect thereof or require any Lender Party or the Administrative Agent to do anything that would prejudice its ability to benefit from any other reliefs, remissions or repayments to which it may be entitled.

(j)            Each Lender Party represents and agrees that, on the date hereof and at all times during the term of this Agreement, it is not and will not be a conduit entity participating in a conduit financing arrangement (as defined United States Treasury regulations Section 1.881-3) with respect to the Borrowings hereunder (other than a conduit financing arrangement in which the Appropriate Borrower, or an Affiliate thereof, is a financing entity) unless the Appropriate Borrower has consented to such arrangement prior thereto.

Section 2.10  Sharing of Payments, Etc.  Subject to the priority of payments specifically set forth herein or in any other Loan Document and subject to the provisions of Section 9.07(g)(vi) hereof, if any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) (a) on account of Obligations due and payable to such Lender Party hereunder and under the Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the Loan Documents at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the Loan Documents at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the Loan Documents at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest

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or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered.  Each Borrower agrees that any Lender Party so purchasing a participation from another Lender Party pursuant to this Section 2.10 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender Party were the direct creditor of such Borrower in the amount of such participation.

Section 2.11  Defaulting Lenders.  (a)  In the event that, at any one time, (i) any Lender Party shall be a Defaulting Lender, (ii) such Defaulting Lender shall owe a Defaulted Amount to the Administrative Agent or any of the other Lender Parties and (iii) the Appropriate Borrower shall make any payment hereunder or under any other Loan Document to the Administrative Agent for the account of such Defaulting Lender, then the Administrative Agent may, on its behalf or on behalf of such other Lender Parties and to the fullest extent permitted by applicable law, apply at such time the amount so paid by such Borrower to or for the account of such Defaulting Lender to the payment of each such Defaulted Amount to the extent required to pay such Defaulted Amount.  In the event that the Administrative Agent shall so apply any such amount to the payment of any such Defaulted Amount on any date, the amount so applied by the Administrative Agent shall constitute for all purposes of this Agreement and the other Loan Documents payment, to such extent, of such Defaulted Amount on such date.  Any such amount so applied by the Administrative Agent shall be retained by the Administrative Agent or distributed by the Administrative Agent to such other Lender Parties, ratably in accordance with the respective portions of such Defaulted Amounts payable at such time to the Administrative Agent and such other Lender Parties and, if the amount of such payment made by such Borrower shall at such time be insufficient to pay all such Defaulted Amounts owing by each such Defaulting Lender at such time to the Administrative Agent and the other Lender Parties, in the following order of priority:

(A)          first, to the Administrative Agent for any such Defaulted Amount then owing by each such Defaulting Lender to the Administrative Agent; and

(B)           second, to any other Lender Parties for any such Defaulted Amounts then owing by each such Defaulting Lender to such other Lender Parties, ratably in accordance with such respective Defaulted Amounts then owing to such other Lender Parties.

Any portion of such amount paid by such Borrower for the account of such Defaulting Lender remaining, after giving effect to the amount applied by the Administrative Agent pursuant to this subsection (a), shall be applied by the Administrative Agent as specified in subsection (c) of this Section 2.11.

(b)           In the event that, at any one time, (i) any Lender Party shall be a Defaulting Lender, (ii) such Defaulting Lender shall not owe a Defaulted Amount and (iii) either Borrower, the Administrative Agent or any other Lender Party shall be required to pay or distribute any amount hereunder or under any other Loan Document to or for the account of such Defaulting Lender, then such Borrower or such other Lender Party shall pay such amount to the Administrative Agent to be held by the Administrative Agent, to the fullest extent permitted by applicable law, in escrow or the Administrative Agent shall, to the fullest extent permitted by

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applicable law, hold in escrow such amount otherwise held by it.  Any funds held by the Administrative Agent in escrow under this subsection (b) shall be deposited by the Administrative Agent in an account with DBTCA, in the name and under the control of the Administrative Agent, but subject to the provisions of this subsection (b).  The terms applicable to such account, including the rate of interest payable with respect to the credit balance of such account from time to time, shall be DBTCA’s standard terms applicable to escrow accounts maintained with it.  Any interest credited to such account from time to time shall be held by the Administrative Agent in escrow under, and applied by the Administrative Agent from time to time in accordance with the provisions of, this subsection (b).  The Administrative Agent shall, to the fullest extent permitted by applicable law, apply all funds so held in escrow from time to time to the extent necessary to make any Advances required to be made by such Defaulting Lender and to pay any amount payable by such Defaulting Lender hereunder and under the other Loan Documents to the Administrative Agent or any other Lender Party, as and when such Advances or amounts are required to be made or paid and, if the amount so held in escrow shall at any time be insufficient to make and pay all such Advances and amounts required to be made or paid at such time, in the following order of priority:

(A)          first, to the Administrative Agent for any amount then due and payable by such Defaulting Lender to the Administrative Agent hereunder;

(B)           second, to any other Lender Parties for any amount then due and payable by such Defaulting Lender to such other Lender Parties hereunder, ratably in accordance with such respective amounts then due and payable to such other Lender Parties; and

(C)           third, to such Borrower for any Advance then required to be made by such Defaulting Lender.

In the event that any Lender Party that is a Defaulting Lender shall, at any time, cease to be a Defaulting Lender, any funds held by the Administrative Agent in escrow at such time with respect to such Lender Party shall be distributed by the Administrative Agent to such Lender Party and applied by such Lender Party to the Obligations owing to such Lender Party at such time under this Agreement and the other Loan Documents ratably in accordance with the respective amounts of such Obligations outstanding at such time.

(c)           The rights and remedies against a Defaulting Lender under this Section 2.11 are in addition to other rights and remedies that the Administrative Agent or any Lender Party may have against such Defaulting Lender with respect to any Defaulted Amount.

Section 2.12  Letters of Credit.

(a)           Letter of Credit Reports.  The Issuing Bank shall furnish (i) to the Administrative Agent on the first Business Day of each week a written report summarizing expiration dates of Letters of Credit and drawings during such week under all Letters of Credit, (ii) to each U.S. Revolving Credit Lender on the first Business Day of each month a written report summarizing expiration dates of Letters of Credit and drawings during such month under all Letters of Credit and (iii) to the Administrative Agent and each U.S. Revolving Credit Lender

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on the first Business Day of each calendar quarter a written report setting forth the average daily aggregate Available LC Amount during the preceding calendar quarter of all Letters of Credit.

(b)           Drawing and Reimbursement.  The payment by the Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of a U.S. Letter of Credit Advance, which shall initially be a Base Rate Advance (and which may be Converted pursuant to and in accordance with Section 2.06), in the amount of such draft.  Upon notice of such payment to the Administrative Agent, each U.S. Revolving Credit Lender shall purchase from the Issuing Bank, and the Issuing Bank shall sell and assign to each such U.S. Revolving Credit Lender, such Lender’s Pro Rata Share of such outstanding U.S. Letter of Credit Advance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the Issuing Bank, by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such U.S. Letter of Credit Advance to be purchased by such Lender.  Promptly after receipt thereof, the Administrative Agent shall transfer such funds to the Issuing Bank.  The U.S. Borrower hereby agrees to each such sale and assignment.  Each U.S. Revolving Credit Lender agrees to purchase its Pro Rata Share of an outstanding U.S. Letter of Credit Advance on (i) the Business Day on which notification is given by the Issuing Bank of a draft on a Letter of Credit; provided notice of such draft is given not later than 12:00 P.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such notice if notice of such draft is given after such time.  Upon any such assignment by the Issuing Bank to any other U.S. Revolving Credit Lender of a portion of a U.S. Letter of Credit Advance, the Issuing Bank represents and warrants to such other Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such U.S. Letter of Credit Advance, the Loan Documents or any Loan Party.  If and to the extent that any U.S. Revolving Credit Lender shall not have so made the amount of such U.S. Letter of Credit Advance available to the Administrative Agent, such U.S. Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of notice by the Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the Issuing Bank, as applicable.  If such Lender shall pay to the Administrative Agent such amount for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a U.S. Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the U.S. Letter of Credit Advance made by the Issuing Bank shall be reduced by such amount on such Business Day.  Each U.S. Letter of Credit Advance made by the Issuing Bank in respect of a Letter Credit and each assignment of an interest in such U.S. Letter of Credit Advance to the U.S. Revolving Credit Lenders shall be deemed to be a single Borrowing of U.S. Letter of Credit Advances.

(c)           Failure to Make U.S. Letter of Credit Advances.  The failure of any U.S. Letter of Credit Lender to make the U.S. Letter of Credit Advance to be made by it on the date specified in Section 2.12(b) shall not relieve any other U.S. Letter of Credit Lender of its obligation hereunder to make its U.S. Letter of Credit Advance on such date, but no U.S. Letter of Credit Lender shall be responsible for the failure of any other U.S. Letter of Credit Lender to

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make the U.S. Letter of Credit Advance to be made by such other U.S. Letter of Credit Lender on such date.

(d)           Repayment of U.S. Letter of Credit Advances.  The U.S. Borrower shall repay on the Termination Date to the Administrative Agent, for the ratable account of the U.S. Letter of Credit Lenders, the aggregate principal amount of U.S. Letter of Credit Advances outstanding on the Termination Date.

(e)           Replacement, Extension or Renewal.  The Letters of Credit shall not be replaced, extended or renewed by the Issuing Bank.

(f)            Termination or Reduction.  If any Letter of Credit expires without being drawn or replaced or if the original of any Letter of Credit is returned to the Issuing Bank without such Letter of Credit being drawn or replaced, then the aggregate amount of all U.S. Letter of Credit Advances that each U.S. Letter of Credit Lender is required to make or purchase shall be automatically and permanently reduced by the Available LC Amount of such Letter of Credit and each such reduction shall be made ratably among the U.S. Letter of Credit Lenders.

(g)           Obligation to Pay U.S. Letter of Credit Advances.  The Obligations of the U.S. Borrower under this Agreement, any U.S. Letter of Credit Agreement and any other agreement or instrument relating to any Letter of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement, such U.S. Letter of Credit Agreement and such other agreement or instrument under all circumstances, including, without limitation, the following circumstances:

(i)            any lack of validity or enforceability of any Loan Document, any U.S. Letter of Credit Agreement, any Letter of Credit or any other agreement or instrument relating thereto (all of the foregoing being, collectively, the “L/C Related Documents”);

(ii)           any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of the U.S. Borrower in respect of any L/C Related Document or any other amendment or waiver of or any consent to departure from all or any of the L/C Related Documents;

(iii)          the existence of any claim, set-off, defense or other right that the U.S. Borrower may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Issuing Bank or any other Person, whether in connection with the transactions contemplated by the L/C Related Documents or any unrelated transaction;

(iv)          any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(v)           payment by the Issuing Bank under a Letter of Credit against presentation of a draft or certificate or other document that does not strictly comply with the terms of such Letter of Credit;

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(vi)          any exchange, release or non-perfection of any Collateral or other collateral, or any release or amendment or waiver of or consent to departure from the Guaranty, the Guarantee and Collateral Agreement or any other guarantee, for all or any of the Obligations of the U.S. Borrower in respect of the L/C Related Documents; or

(vii)         any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including, without limitation, any other circumstance that might otherwise constitute a defense available to, or a discharge of, the U.S. Borrower or a guarantor.

ARTICLE III

[RESERVED]

ARTICLE IV

Representations and Warranties

Section 4.01  Representations and Warranties of Each Borrower.  Each Borrower represents and warrants as follows:

(a)           Loan Parties - Due Organization and Formation; Good Standing; Corporate, Company and Partnership Power and Authority; Capital Stock.  Each Loan Party (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) is duly qualified and in good standing as a foreign entity in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to be so qualified or in good standing has not had or would not reasonably be likely to have a Material Adverse Effect and (iii) has all requisite power and authority (including, without limitation, all material governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted.  All of the outstanding capital stock of the U.S. Borrower has been validly issued and is fully paid and non-assessable.

(b)           Loan Parties’ Subsidiaries - Due Organization and Formation; Good Standing; Corporate, Limited Liability Company or Partnership Authorization and Authority; Capital Stock, Membership Interests, Partnership Interests.  Set forth on Schedule 4.01(b) hereto is a complete and accurate list of all Subsidiaries of each Loan Party as of the date of such schedule, showing as of the date hereof (as to each such Subsidiary) the jurisdiction of its incorporation or formation, the number of limited liability company membership interests or partnership interests or shares of each class of capital stock authorized, and the number outstanding, on the date hereof and the percentage of the outstanding limited liability company membership interests, partnership interests and shares of each such class owned (directly or indirectly) by such Loan Party and the number of limited liability company membership interests, partnership interests or shares covered by all outstanding options, warrants, rights of conversion or purchase

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and similar rights at the date hereof.  All of the outstanding capital stock, limited liability company membership interests and partnership interests of all of such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by such Loan Party or one or more of its Subsidiaries free and clear of all Liens, except those created under the Loan Documents.  Each such Subsidiary (i) is a corporation, limited liability company or partnership (as applicable) duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (ii) is duly qualified and in good standing as a foreign corporation or other entity in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to be so qualified or in good standing has not had or would not reasonably be likely to have a Material Adverse Effect and (iii) has all requisite corporate, limited liability company or partnership (as applicable)  power and authority (including, without limitation, all governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted.

(c)           Due Authorization of Loan Documents; Non-Contravention, Etc.  The execution, delivery and performance of each Loan Document and each Related Document have been duly authorized by all necessary corporate, limited liability company or partnership (as applicable) action on the part of each Loan Party that is a party thereto, and do not (i) contravene such Loan Party’s charter or bylaws, partnership agreement or limited liability company agreement, as the case may be, or any of its other constitutive documents, (ii) violate any applicable provision of any material law (including, without limitation, the Exchange Act and the Racketeer Influenced and Corrupt Organizations Chapter of the Organized Crime Control Act of 1970), rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award applicable to such Borrower or to its Subsidiaries, (iii) result in the breach of, or constitute a default under, any loan agreement, indenture, mortgage, deed of trust or other financial instrument, or any material contract or agreement, binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties or (iv) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries.

(d)           Governmental and Third Party Approvals.  Other than those that have already been obtained and as set forth in Schedule 4.01(d) and are in full force and effect, or as would not reasonably be expected to have a Material Adverse Effect, no authorization or approval (including, in the case of the Canadian Borrower, exchange control approval) or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for (i) the due execution, delivery, recordation, filing or performance by any Loan Party of any Loan Document or any Related Document to which it is or is to be a party and (ii) the consummation of the transactions contemplated by the Loan Documents, the Related Documents and the Plan of Reorganization.

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(e)           Due Execution and Delivery; Binding Obligation.  Each of the Loan Documents has been duly executed and delivered by each Loan Party thereto and is the legal, valid and binding obligation of each Loan Party thereto, enforceable against such Loan Party in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditor’s rights generally or by general principles of equity.

(f)            Historical Financial Statements.  (i)  The Consolidated balance sheet of the U.S. Borrower and its Subsidiaries as at December 31, 2008, and the related Consolidated statements of income and cash flow of the U.S. Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of Deloitte & Touche LLP, independent public accountants, (ii) the Consolidated balance sheet of the U.S. Borrower and its Subsidiaries as at September 30, 2009, and the related Consolidated statements of income and cash flow of the U.S. Borrower and its Subsidiaries for the nine months then ended, duly certified by the chief financial officer of the U.S. Borrower, and (iii) the Consolidated balance sheet of the U.S. Borrower and its Subsidiaries as at November 30, 2009, and the related Consolidated statements of income and cash flow of the U.S. Borrower and its Subsidiaries for the twelve months then ended (or, in the case of such cash flow statement, the eleven months then ended), duly certified by the chief financial officer of the U.S. Borrower, copies of which have been furnished to each Lender Party, fairly present in all material respects, subject, in the case of (x) said balance sheet as at September 30, 2009, and said statements of income and cash flow for the nine months then ended and (y) said balance sheet as at November 30, 2009, and said statements of income and cash flow for the twelve (or, as applicable, eleven) months then ended, to year-end audit adjustments, the Consolidated financial condition of the U.S. Borrower and its Subsidiaries as at such dates and the Consolidated results of the operations of the U.S. Borrower and its Subsidiaries for the periods ended on such dates, all in accordance with GAAP applied on a consistent basis (unless otherwise expressly noted therein), and since December 31, 2008, there has been no Material Adverse Effect (other than the effects of the filing of the Bankruptcy Filings, the matters disclosed in the Disclosure Statement and the Restructuring).

(g)           Pro Forma Financial Statements.  The Consolidated pro forma balance sheet of the U.S. Borrower and its Subsidiaries as at November 30, 2009, and the related Consolidated pro forma statement of income of the U.S. Borrower and its Subsidiaries for the twelve months then ended, certified by the chief financial officer of the U.S. Borrower, copies of which have been furnished to each Lender Party, fairly present in all material respect the Consolidated pro forma financial condition of the U.S. Borrower and its Subsidiaries as at such date and the Consolidated pro forma results of operations of the U.S. Borrower and its Subsidiaries for the period ended on such date, in each case giving effect to the Restructuring and other transactions contemplated hereby.

(h)           Forecasts.  The Consolidated forecasted balance sheets, income statements and cash flows statements of the U.S. Borrower and its Subsidiaries delivered to the Lender Parties pursuant to the Consent or Section 5.03 were prepared in good faith on the basis of the estimates and assumptions stated therein, which estimates and assumptions were believed to be reasonable and fair in the light of conditions existing at the time

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made, it being understood by the Lender Parties that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results.

(i)            Other Information.  No information, exhibit or report furnished by any Loan Party to the Administrative Agent or any Lender Party in writing in connection with the negotiation of the Loan Documents or pursuant to the terms of the Loan Documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made herein and therein, taken as a whole, not misleading at such time in light of the circumstances in which the same were made, it being understood that for purposes of this Section 4.01(i), such factual information does not include projections and pro forma financial information.

(j)            Litigation, Etc.  There is no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries, including any Environmental Action, pending or, to the knowledge of either Borrower, threatened before any court, governmental agency or arbitrator that (i) could reasonably be expected to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement, any Lender Note, any other Loan Document or any Related Document or the consummation of the transactions contemplated hereby.

(k)           Compliance with Margin Regulations.

(i)            Such Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Advance will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock.

(ii)           Following application of the proceeds of each Advance or drawing under each Letter of Credit, not more than 25 percent of the value of the assets (either of either Borrower only or of either Borrower and its Subsidiaries on a Consolidated basis) subject to the provisions of Section 5.02(a) or 5.02(d) or subject to any restriction contained in any agreement or instrument between either Borrower and any Lender or any Affiliate of any Lender relating to Debt and within the scope of Section 7.01(e) will be Margin Stock.

(l)            Employee Benefit Plans and ERISA Related Matters.  (i)  Schedule 4.01(l), in the form approved by the Administrative Agent, sets forth each Specified Underfunded Plan and the Unfunded Current Liability thereof; each Plan is in compliance with ERISA, the Internal Revenue Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to any Borrower, any Subsidiary or any ERISA Affiliate; each Plan which is subject to Sections 412 or 430 of the Internal Revenue Code or Sections 302 or 309 of ERISA satisfies the minimum funding standard, within the meaning of such sections of the Internal Revenue Code or ERISA, or has not applied for or received a waiver of the

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minimum funding standard or an extension of any amortization period, within the meaning of Section 412 of the Internal Revenue Code or Section 303 or 304 of ERISA; neither any Loan Party nor any ERISA Affiliate has incurred (or is reasonably expected to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section 436(f), 4971 or 4975 of the Internal Revenue Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to any Loan Party or any ERISA Affiliate; and no lien imposed under the Internal Revenue Code or ERISA on the assets of any Loan Party or any ERISA Affiliate exists on account of any Plan (or is reasonably likely to exist) nor has any Loan Party or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of any Loan Party or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the foregoing representations and warranties in this Section 4.01(l)(i) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect.  No Plan (other than a multiemployer plan) has an Unfunded Current Liability that would  be reasonably likely to have a Material Adverse Effect.  With respect to Plans that are multiemployer plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 4.01(l)(i), other than any made with respect to (a) liability under Section 4201 or 4204 of ERISA or (b) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrowers.

(ii)           With respect to each scheme or arrangement mandated by a government other than the United States (a “Foreign Government Scheme or Arrangement”) and with respect to each employee pension or benefit plan maintained or contributed to by any Subsidiary of any Loan Party that is not subject to United States law (a “Foreign Plan”), except as in the aggregate could not reasonably be expected to have Material Adverse Effect:

(A)          Any employer and employee contributions required by law or by the terms of any Foreign Government Scheme or Arrangement or any Foreign Plan have been made, or if applicable, accrued, in accordance with normal accounting practices.

(B)           The fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations, as of the date hereof, with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Plan.

(C)           Each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities.

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(m)          Environmental Matters.  (i)  Other than instances of non-compliance that could not reasonably be expected to have a Material Adverse Effect:  (A) the U.S. Borrower and its Subsidiaries are in compliance with all Environmental Laws and all Environmental Permits in all jurisdictions in which U.S. Borrower and each of its Subsidiaries are currently doing business (including, without limitation having obtained all material Environmental Permits required under Environmental Laws); and (B) the U.S. Borrower will comply and cause each of their Subsidiaries to comply with all such Environmental Laws (including, without limitation, all Environmental Permits required under Environmental Laws).

(ii)           Neither U.S. Borrower nor any of its Subsidiaries has treated, stored, transported or disposed of Hazardous Materials at or from any currently or formerly owned real estate or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse Effect.

(iii)          Except for non-compliance that could not reasonably be expected to result in a Material Adverse Effect and except as disclosed in Schedule 4.01(m), all past non-compliance with Environmental Laws and Environmental Permits has been resolved without ongoing obligations or costs, and no circumstances exist that could (A) form the basis of an Environmental Action against any Loan Party or any of its Subsidiaries or any of the properties described in the Mortgages that could have a Material Adverse Effect or (B) cause any such property to be subject to any restrictions on ownership, occupancy, current use or transferability under any Environmental Law.

(iv)          Except as disclosed in Schedule 4.01(m), none of the properties currently or formerly owned or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or any analogous foreign, state or local list or, to the knowledge of any Loan Party, is adjacent to any such property.

(v)           Except as disclosed in Schedule 4.01(m) and for events or conditions that could not reasonably be expected to result, either individually or in the aggregate, in a material liability to any Loan Party, (A) neither any Loan Party or any of its Subsidiaries, nor, to the knowledge of any Loan Party, any other Person has owned or operated any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or any of its Subsidiaries or described in the Mortgages or, to the best of its knowledge, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries, (B) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any of its Subsidiaries or described in the Mortgages, (C) there are no wetlands or any areas subject to any legal requirement or restriction in any way related to wetlands (including, without limitation, requirements or restrictions related to buffer or transition areas or open waters) at or affecting any property currently owned or operated by any Loan

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Party or any of its Subsidiaries or described in the Mortgages, and (D) neither any Loan Party or any of its Subsidiaries, nor, to the knowledge of any Loan Party, any other Person has released or discharged Hazardous Materials on any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries or described in any of the Mortgages.

(vi)          Except as disclosed in Schedule 4.01(m) and for investigations, assessments or actions that could not reasonably be expected to result, either individually or in the aggregate, in a material liability to any Loan Party, neither any Loan Party or any of its Subsidiaries, nor, to the knowledge of any Loan Party, any other party, is undertaking, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of material quantities or concentrations of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any governmental or regulatory authority or the requirements of any Environmental Law; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries or described in the Mortgages have been disposed of in a manner not reasonably expected to result in material liability to any Loan Party or any of its Subsidiaries.

(n)           Securities Laws.  Neither any Loan Party nor any of its Subsidiaries is an “investment company,” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended.

(o)           Solvency.  Each Loan Party is, individually and together with its Subsidiaries, Solvent.

(p)           Taxes.  Each Loan Party has timely filed or caused to be filed all tax returns and reports required to have been filed and has paid or caused to be paid all taxes, assessments and governmental charges or levies required to have been paid by it, except (i) taxes, assessments and governmental charges or levies that are being contested in accordance with the proviso to Section 5.01(b), or (ii) to the extent that the failure to do so would not, in the aggregate, reasonably be expected to result in a Material Adverse Effect.  As of the date hereof, neither Borrower is a party to any tax sharing or similar arrangement with any Subsidiary Guarantor or any Affiliates of a Subsidiary Guarantor.

(q)           Labor Matters.  Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect:  (i) there are no strikes or other labor disputes against any Borrower or any other Subsidiary pending or, to the knowledge of a Borrower, threatened in writing; (ii) hours worked by and payment made to employees of a Borrower or any other Subsidiary have not been in violation of the FLSA or any other equivalent and applicable law dealing with such matters; and (iii) all payments due from a Borrower or any other Subsidiary on account of employee health and welfare insurance have been paid or accrued as a liability on the books of the relevant Person.

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(r)            Surviving Debt.  Set forth on Schedule 4.01(r) hereto is a complete and accurate list of all Surviving Debt, showing as of the date of such Schedule the principal amount outstanding thereunder, the maturity date thereof and the amortization schedule therefor, and such principal amount has not been increased from that amount shown on such Schedule.

(s)           Owned Real Property.  Set forth on Schedule 4.01(s) hereto is a complete and accurate list as of the Effective Date of all real property owned by the U.S. Borrower or any of its Subsidiaries, showing as of the Effective Date the street address, county or other relevant jurisdiction, state and record owner thereof.  Such U.S. Borrower or such Subsidiary has good, marketable and insurable fee simple title to such real property, free and clear of all Liens, other than Permitted Liens and Liens created under the Loan Documents.  To the best of the U.S. Borrower’s knowledge, except as set forth on Schedule 4.01(s), all of the improvements located on the properties listed on Schedule 4.01(s) lie entirely within the boundaries of such properties and none of such improvements violate any minimum setback requirements, other dimensional regulations or restrictions of record.

(t)            Leased Real Property.  Set forth on Schedule 4.01(t) hereto is a complete and accurate list as of the Effective Date of all leases of real property under which the U.S. Borrower or any of its Subsidiaries is the lessee, showing as of the Effective Date the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof.  Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms.

(u)           Leases of Real Property.  Set forth on Schedule 4.01(u) hereto is a complete and accurate list as of the Effective Date of all leases (the “Leases”) of real property under which the U.S. Borrower or any of its Subsidiaries is the landlord, showing as of the Effective Date the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof.  Each such lease is the legal, valid and binding obligation of the lessee thereof, enforceable in accordance with its terms.

(v)           Intellectual Property.  Set forth on Part A of Schedule 4.01(v) hereto is a complete and accurate list as of the Effective Date of all United States and Canadian registered patents, trademarks, trade names, service marks and copyrights, and all applications therefor and licenses thereof, of the U.S. Borrower or any of its Subsidiaries, showing as of the Effective Date the jurisdiction in which registered and the registration numbers.  Set forth on Part B of Schedule 4.01(v) hereto is a list, which is complete and accurate in all material respects, as of the Effective Date of all other registered patents, trademarks, trade names, service marks and copyrights, and all applications therefor and licenses thereof, of the U.S. Borrower or any of its Subsidiaries, showing as of the Effective Date the jurisdiction in which registered and the registration numbers.

(w)          Senior Indebtedness.  The Obligations of the U.S. Borrower under the Loan Documents constitute “Senior Indebtedness” and “Designated Senior Indebtedness” of the U.S. Borrower under and as defined in the Subordinated Debt Documents.  The

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Obligations of each Subsidiary Guarantor under the Guarantee and Collateral Agreement constitute “Guarantor Senior Indebtedness” of such Subsidiary Guarantor under and as defined in the Subordinated Debt Documents.

(x)            Anti-Terrorism Laws.  To the best knowledge of the Loan Parties, no such Loan Party nor any Subsidiary thereof: (i) is, or is controlled by or is acting on behalf of, a Restricted Party; (ii) has received funds or other property from a Restricted Party; or (iii) is in breach of or is the subject of any action or investigation under any Anti-Terrorism Law.

ARTICLE V

Covenants of the Borrowers

Section 5.01  Affirmative Covenants.  So long as any Advance shall remain unpaid or any Letter of Credit shall be outstanding, each Borrower will:

(a)           Compliance with Laws, Etc.  Comply, and cause each of its Subsidiaries to comply, in all material respects, with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, compliance with ERISA, and the Racketeer Influenced and Corrupt Organizations Chapter of the Organized Crime Control Act of 1970, except such as may be contested in good faith or as to which a bona fide dispute may exist and except to the extent that noncompliance therewith could not reasonably be expected to have a Material Adverse Effect.

(b)           Payment of Taxes, Etc.  Pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent, (i) all material taxes, assessments and governmental charges or levies imposed upon it or upon its property prior to the date on which material penalties attach thereto, and (ii) all lawful material claims that, if unpaid, might by law become a material Lien upon the property of the U.S. Borrower or its Subsidiaries not otherwise expressly permitted under this Agreement; provided, however, that neither Borrower nor any of its Subsidiaries shall be required to pay or discharge any such tax, assessment, charge or claim that is being contested in good faith and by proper proceedings and as to which appropriate reserves (in the good faith judgment of its management) are being maintained in accordance with GAAP.

(c)           Maintenance of Insurance.  Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (at the time the relevant coverage is placed or renewed) in such amounts and covering such risks as is usually carried by companies engaged in the same or similar businesses and owning similar properties in the same general areas in which such Borrower or such Subsidiary operates.

(d)           Preservation of Corporate, Limited Liability Company and Partnership Existence, Etc.  Preserve and maintain, and cause each of its  Subsidiaries to preserve and maintain, its existence, legal structure, legal name, rights (charter and statutory), permits,

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licenses, approvals, privileges and franchises, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, that each Borrower and its Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(c) and provided further that neither Borrower nor any of its Subsidiaries shall be required to preserve any right, permit, license, approval, privilege or franchise if the Board of Directors of such Borrower or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of such Borrower or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to such Borrower, such Subsidiary or the Lender Parties.

(e)           Conduct of Business.  From and after the Effective Date, engage, and cause its Subsidiaries (taken as a whole) to engage, primarily in (i) the vehicle component business and any activity or business incidental, directly related or similar thereto, or any other lines of business carried on by such Borrower and its Subsidiaries on the Effective Date or utilizing such Borrower’s or Subsidiaries’ manufacturing capabilities on the Effective Date and (ii) other businesses or activities that constitute a reasonable extension, development or expansion thereof or that are ancillary or reasonably related thereto.

(f)            Visitation Rights.  At any reasonable time and from time to time, upon reasonable notice and during normal business hours, permit any authorized representatives designated by the Administrative Agent or the Majority Lenders to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, such Borrower and any of its Subsidiaries, and to discuss the affairs, finances and accounts of such Borrower and any of its Subsidiaries with any of their officers or directors and with their independent certified public accountants; provided that such Borrower may, if it so chooses, be present at or participate in any such discussion.

(g)           Keeping of Books.  Keep, and cause each of its Subsidiaries to keep, proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of such Borrower and each such Subsidiary in accordance with GAAP.

(h)           Maintenance of Properties, Etc.  Maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, all of its properties that are used or useful in the conduct of its business (including intellectual property) in good working order and condition, ordinary wear and tear excepted, in each case consistent with past practice, and will from time to time make or cause to be made all appropriate repairs, renewals and replacements thereof, except where the failure to do so would not reasonably be likely to have a Material Adverse Effect.

(i)            Transactions with Affiliates.  Conduct, and cause each of its Subsidiaries to conduct, all transactions otherwise permitted under the Loan Documents with any of their Affiliates on terms that are fair and reasonable and no less favorable to such Borrower or such Subsidiary than it would obtain in a comparable arm’s length

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transaction with a Person not an Affiliate, other than (i) transactions between or among the Loan Parties and any Subsidiaries of the U.S. Borrower; (ii) reasonable and customary fees paid to members of the U.S. Borrower’s board of directors; (iii) the transactions permitted by Section 5.02(f); (iv) transactions consummated as a part of the Restructuring and expressly contemplated by the Plan of Reorganization; and (v) transactions otherwise expressly permitted hereunder.

(j)            Covenant to Guarantee Obligations and to Give Security.  When (i) any new Subsidiary of the U.S. Borrower is formed or acquired by the U.S. Borrower or any of its Subsidiaries, or (ii) the acquisition of any property, real or personal, by any Loan Party is made, and such property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest in favor of the Administrative Agent for the benefit of the Secured Parties, then, in each case at the expense of the U.S. Borrower:

(A)          within 20 days after such formation or acquisition, in the case of a new Subsidiary that is a Domestic Subsidiary of the U.S. Borrower or any of its Subsidiaries, cause each such Subsidiary to duly execute and deliver to the Administrative Agent an Assumption Agreement under which such Subsidiary becomes a Subsidiary Guarantor and a Grantor (as defined in the Guarantee and Collateral Agreement); provided that no Subsidiary which is not wholly-owned (directly or indirectly) by the U.S. Borrower and the organizational documents or agreements with other shareholders of which prohibit the execution, delivery or performance of any such assumption agreement shall be required to execute, deliver or perform such assumption agreement if, after using its reasonable efforts, the U.S. Borrower has failed to obtain any necessary consents or approvals for the issuance of such assumption agreement,

(B)           within 20 days after such formation or acquisition in the case of a wholly-owned Subsidiary which is a first-tier Subsidiary of (x) the U.S. Borrower or (y) any other Subsidiary that is a Domestic Subsidiary, cause the U.S. Borrower (or other relevant Subsidiary), to pledge the stock or other equity interests of each such Subsidiary and to duly execute and deliver such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in 100% of the issued and outstanding stock or other equity interests of such Subsidiary owned by such Loan Party, together with delivery to the Administrative Agent of certificates representing such pledged stock or other equity interests accompanied by undated stock powers or other appropriate powers or assignments executed in blank; provided, in the case of a first-tier Subsidiary which is a Foreign Subsidiary (other than the Canadian Borrower), the U.S. Borrower (or other relevant Subsidiary) shall not be required to pledge more than 66% of the issued and outstanding stock or other equity interests of such Subsidiary, and provided further that the stock of any Subsidiary which is not wholly-owned (directly or indirectly) will be owned by a wholly-owned

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Subsidiary of the U.S. Borrower whose stock or other equity interests have been pledged in accordance with the Loan Documents,

(C)           within 20 Business Days after such request, formation or acquisition, in the case of a new Subsidiary that is a Subsidiary of the Canadian Borrower or any of its Subsidiaries, cause each such Subsidiary to duly execute and deliver to the Administrative Agent a Security Agreement Supplement (as defined in the Canadian Security Agreement), securing payment of all the Obligations of the Canadian Borrower under the Loan Documents and constituting Liens on all properties specified in such Security Agreement Supplement; provided that no Subsidiary which is not wholly-owned (directly or indirectly) by the Canadian Borrower and the organizational documents or agreements with other shareholders of which prohibit the execution, delivery or performance of any such security agreement shall be required to execute, deliver or perform such security agreement if, after using its reasonable efforts, the Canadian Borrower has failed to obtain any necessary consents or approvals for the execution, delivery or performance of such security agreement,

(D)          within 20 days after such request, formation or acquisition, furnish to the Administrative Agent all necessary information with respect to such Subsidiary and its Subsidiaries which may be required to update the applicable Schedules to this Agreement and to the Collateral Documents, respectively,

(E)           within 30 days after such request, formation or acquisition, in the case of a new Subsidiary that is a Domestic Subsidiary of the U.S. Borrower or any of its Subsidiaries, duly execute and deliver, and cause each such Subsidiary, and cause each direct and indirect parent of such Subsidiary to duly execute and deliver to the Administrative Agent Mortgages, pledges, proper financing statements, assignments, assumption agreements and other security agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the Loan Parties under the Loan Documents and constituting Liens on all such properties; provided that no Subsidiary which is not wholly-owned (directly or indirectly) by the U.S. Borrower and the organizational documents or agreements with other shareholders of which prohibit the execution, delivery or performance of any such Mortgages, pledges, proper financing statements, assignments, assumption agreements and other security agreements shall be required to execute, deliver or perform such Mortgages, pledges, proper financing statements, assignments, assumption agreements and other security agreements if, after using its reasonable efforts, the U.S. Borrower has failed to obtain any necessary consents or approvals for the execution, delivery or performance of such Mortgages, pledges, proper financing statements, assignments, assumption agreements and other security agreements,

(F)           within 30 days after such request, formation or acquisition, duly execute and deliver, and cause each such Subsidiary, and cause each direct and indirect parent of such Subsidiary (other than any Foreign Subsidiary) to take

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whatever action (including, without limitation, the recording of mortgages, the filing of Uniform Commercial Code or PPSA financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the mortgages, pledges, assignments, assumption agreements and other security agreements delivered pursuant to this Section 5.01(j), enforceable against all third parties in accordance with their terms,

(G)           as promptly as practicable after such request, formation or acquisition, deliver, upon the reasonable request of the Administrative Agent, to the Administrative Agent with respect to each parcel of real property owned, leased or held by the entity that has a fair market value in excess of $1,500,000 and is the subject of such request, formation or acquisition a Mortgage, Mortgage Policy, Opinion, Survey, environmental assessment report and, to the extent available, engineering, soils and other reports, each in scope, form and substance satisfactory to the Administrative Agent; provided, however, that (1) to the extent that the U.S. Borrower or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall promptly after the receipt thereof be delivered to the Administrative Agent, and (2) the Administrative Agent may, in its sole discretion, waive any of the foregoing requirements with respect to any such parcels of real property owned, leased or held,

(H)          at any time and from time to time, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the Liens of, such guaranties, mortgages, pledges, assignments, security agreements and assumption agreements, and

(I)            within 60 days after such request, deliver to the Administrative Agent a signed copy of a favorable opinion, addressed to the Administrative Agent, of counsel for the Borrowers reasonably acceptable to the Administrative Agent as to the matters contained in this Section 5.01(j), as to such guarantees and security agreements being legal, valid and binding obligations of each of the Borrowers and their respective Subsidiaries enforceable in accordance with their terms and as to such other matters as the Administrative Agent may reasonably request.

(k)           Investments in Canadian Borrower.  In the case of the U.S. Borrower, make loans or advances, or make equity contributions, to the Canadian Borrower from time to time in amounts sufficient to enable the Canadian Borrower to perform its Obligations pursuant to Sections 2.02, 2.03, 2.04, 2.09, 9.04(b) and 9.15.

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(l)            Maintenance of Cash Management Systems.  Maintain lockbox accounts and other cash management systems reasonably acceptable to the Administrative Agent.

(m)          Compliance with Environmental Laws.  Comply, and cause each of its Subsidiaries and all lessees and other Persons operating or occupying its properties to comply, in all material respects, with all applicable Environmental Laws and Environmental Permits; obtain and renew and cause each of its Subsidiaries to obtain and renew all Environmental Permits necessary for its operations and properties; and conduct, and cause each of its Subsidiaries to conduct, any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to remove and clean up all Hazardous Materials from any of its properties, in accordance with the requirements of all Environmental Laws; provided, however, that neither the U.S. Borrower nor any of its Subsidiaries shall be required to undertake any such cleanup, removal, remedial or other action to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances.

(n)           Preparation of Environmental Reports.  At the request of the Administrative Agent from time to time, provide to the Lender Parties within 60 days after such request, at the expense of the U.S. Borrower, an environmental site assessment report for any of its or its Subsidiaries’ properties described in such request, prepared by an environmental consulting firm acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance, removal or remedial action in connection with any Hazardous Materials on such properties; without limiting the generality of the foregoing, if the Administrative Agent determines at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent may retain an environmental consulting firm to prepare such report at the expense of the U.S. Borrower, and the U.S. Borrower hereby grants and agrees to cause any Subsidiary that owns any property described in such request to grant at the time of such request, to the Administrative Agent, the Lender Parties, such firm and any agents or representatives thereof an irrevocable non-exclusive license, subject to the rights of tenants, to enter onto its or their respective properties to undertake such an assessment.

(o)           Use of Proceeds.  The proceeds of the issuance of the New Senior Convertible Notes will be used to repay the Last Out Term Advances and to provide working capital for the Borrowers and their Subsidiaries and for other general corporate purposes.

Section 5.02  Negative Covenants.  So long as any Advance shall remain unpaid or any Letter of Credit shall be outstanding, neither Borrower will, at any time:

(a)           Liens, Etc.  Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, except:

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(i)            Liens created under the Loan Documents;

(ii)           Permitted Liens;

(iii)          Liens existing on the date hereof and described on Schedule 5.02(a) hereto;

(iv)          (A) purchase money Liens upon or in real property or equipment acquired or held by the Borrowers or any of their Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition, construction or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount and (B) Liens to secure Debt incurred within 270 days of the acquisition, construction or improvement of fixed or capital assets to finance the acquisition, construction or improvement of such fixed or capital assets or otherwise incurred during such 270 day period in respect of Capital Expenditures permitted pursuant to Section 5.02(j); provided, however, that no such Lien shall extend to or cover any property other than the property or equipment being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided further, however, that the aggregate principal amount of the Debt secured by Liens permitted by this clause (iv) shall not exceed the aggregate amount permitted under Section 5.02(b)(iii)(B) at any time outstanding and that any such Debt shall not otherwise be prohibited by the terms of the Loan Documents;

(v)           Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B); provided that no such Lien shall extend to or cover any Collateral or assets other than the assets subject to such Capitalized Leases;

(vi)          Liens on property of a Person existing at the time such Person becomes a Subsidiary of either Borrower or is merged into or consolidated with such Borrower or any Subsidiary of such Borrower in accordance with Section 5.02(c); provided that such Liens were not created in contemplation of such merger, consolidation or investments and do not extend to any assets other than those of the Person merged into or consolidated with such Borrower or such Subsidiary or acquired by such Borrower or such Subsidiary;

(vii)         the replacement, extension or renewal of any Lien permitted hereunder upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby;

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(viii)        Liens on the assets of a Foreign Subsidiary to secure Debt permitted to be incurred by such Foreign Subsidiary under Section 5.02(b)(ii)(B) or (C);

(ix)           Liens consisting of cash collateral as security for the reimbursement obligation of the U.S. Borrower in respect of the letters of credit permitted to be issued under Section 5.02(b)(iii)(G); and

(x)            other Liens securing Obligations of the U.S. Borrower and its Subsidiaries in an aggregate principal amount not to exceed $5,000,000 at any time outstanding.

(b)           Debt.  Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt other than:

(i)            in the case of the U.S. Borrower,

(A)          the New Senior Convertible Notes (and any additions of paid in kind interest to the outstanding principal amount thereof);

(B)           up to an aggregate principal amount of $20,000,000 of Subordinated Debt that is (i) additional senior convertible notes issued on terms that are identical to the New Senior Convertible Notes or (ii) other Subordinated Debt, in each case that (x) is unsecured and fully subordinated to the Obligations of the Borrowers hereunder (on terms no less favorable to the Lender Parties than those applicable to the New Senior Convertible Notes), (y) has a scheduled maturity that is later than June 30, 2013 and (z) by its terms does not pay interest in cash prior to the date on which the New Senior Convertible Notes pay interest in cash (as set forth in the New Senior Convertible Notes Indenture) (all Subordinated Debt satisfying the foregoing, “Permitted Subordinated Debt”);

(C)           Debt in respect of Hedge Agreements incurred in the ordinary course of business and providing protection to the Borrowers and their Subsidiaries against fluctuations in currency values or commodity prices in connection with the Borrowers’ or any of its Subsidiaries’ operations, in either case; provided that such Hedge Agreements are bona fide hedging activities and are not entered into for speculative purposes;

(D)          Debt consisting of an undertaking by the U.S. Borrower to guaranty the obligations of all Foreign Subsidiaries with respect to Debt in an aggregate principal amount not to exceed the amount of Debt permitted to be incurred by the Foreign Subsidiaries pursuant to Section 5.02(b)(ii)(B) and/or (C);

(E)           Debt consisting of promissory notes issued with respect to any repurchase of capital stock (and/or options or warrants in respect thereof) permitted to be purchased pursuant to Section 5.02(f)(iii) in an aggregate principal amount not to exceed $1,000,000 during the term of the Facilities; and

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(F)           Debt owed to the Canadian Borrower or to a Subsidiary Guarantor;

(ii)           in the case of any of Subsidiary,

(A)          Debt owed to the Borrowers or to a Subsidiary of the U.S. Borrower;

(B)           in the case of the Mexican Subsidiaries and the Canadian Borrower collectively, Debt in an aggregate principal amount, when aggregated with any Debt incurred by any other Foreign Subsidiaries pursuant to Section 5.02(b)(ii)(C), not to exceed $5,000,000 at any time outstanding;

(C)           in the case of any Foreign Subsidiaries, other than the Mexican Subsidiaries and the Canadian Borrower, collectively, Debt in an aggregate principal amount, not to exceed $2,500,000 at any time outstanding; and

(D)          in the case of Subsidiary Guarantors only, guaranty Obligations in respect of Permitted Subordinated Debt of the U.S. Borrower or Other Permitted Debt of the Borrowers; provided that such guaranty Obligations of Permitted Subordinated Debt are unsecured and subordinated on the same terms as the Obligations of the U.S. Borrower in respect of the Permitted Subordinated Debt are subordinated; and

(iii)          in the case of the Borrowers and any of their Subsidiaries,

(A)          Debt under the Loan Documents;

(B)           Debt secured by Liens permitted by Section 5.02(a)(iv) and Capitalized Leases not to exceed an aggregate principal amount equal to $5,000,000 at any time outstanding;

(C)           the Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are not prohibited by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing;

(D)          endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;

(E)           Debt consisting of guaranty Obligations in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of the U.S. Borrower and its Subsidiaries;

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(F)           Debt in respect of any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business; and

(G)           Debt consisting of reimbursement obligations with respect to new letters of credit (such new letters of credit, “Replacement Letters of Credit”) in an aggregate face amount, when aggregated with the amount of all cash proceeds of draws under the letters of credit issued pursuant to the Existing Credit Agreement (including the Letters of Credit hereunder) received by the beneficiaries thereunder, which cash proceeds remain held by such beneficiaries and which cash proceeds have not been returned to the U.S. Borrower and applied in accordance with Section 2.03(b)(v), not to exceed $20,000,000 at any time outstanding;

(H)          Debt of any Person existing at the time such Person is merged into or consolidated or amalgamated with, or acquired by, either Borrower or any Subsidiary or becomes a Subsidiary of either Borrower in accordance with the provisions of Section 5.02(e)(xii); provided that (x) such Debt was not incurred in contemplation of such merger, consolidation, amalgamation or investment, (y) neither Borrower nor any Subsidiary which acquired such Person is liable for such Debt, and (z) the aggregate principal amount of all Debt incurred hereunder, when aggregated with all Investments made pursuant to Section 5.02(e)(xii), shall in no event exceed $5,000,000 in the aggregate at any time outstanding; and

(I)            other Debt outstanding in an aggregate principal amount not to exceed $5,000,000 at any time outstanding (such Debt incurred pursuant to this paragraph (I), “Other Permitted Debt”).

(c)           Mergers, Etc.  Merge into or consolidate or amalgamate with any Person or permit any Person to merge into or consolidate or amalgamate with it, or permit any of its Subsidiaries to do so, except that:

(i)            any Subsidiary of either Borrower may merge into or amalgamate with or consolidate with any other Subsidiary of such Borrower; provided that, in the case of any such merger, amalgamation or consolidation involving a Subsidiary, the Person formed by such merger or consolidation or the amalgamated entity shall be a wholly-owned Subsidiary of such Borrower;

(ii)           any Subsidiary of either Borrower may merge into or amalgamate with or consolidate with such Borrower; provided that such Subsidiary shall have no Debt, other than Debt permitted to be incurred by such Borrower under Section 5.02(b) and provided further such Borrower shall be the surviving entity in any such merger or consolidation; and

(iii)          in connection with any acquisition permitted under Section 5.02(e), the U.S. Borrower or any Subsidiary may merge into or amalgamate with or consolidate with any other Person or permit any other Person to merge into or

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amalgamate with or consolidate with it; provided that (A) the Person surviving such merger, amalgamation or consolidation shall be the U.S. Borrower or a Subsidiary, as the case may be, or shall assume all obligations of the U.S. Borrower or such Subsidiary, as the case may be, under the Loan Documents in a manner reasonably satisfactory to the Administrative Agent, (B) such merger, amalgamation or consolidation shall not result in a Change of Control, (C) immediately after such transaction no Event of Default or Default exists and (D) the Person surviving such merger or consolidation or the amalgamated entity shall have no Debt other than Debt permitted to be incurred under Section 5.02(b).

(d)           Sales, Etc., of Assets.  Sell, lease, transfer or otherwise dispose of, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, except:

(i)            sales, transfers or other dispositions of used or surplus equipment, vehicles, inventory or other assets in the ordinary course of its business;

(ii)           sales of assets for fair value in an aggregate amount not to exceed $5,000,000 during the term of this Agreement (excluding the proceeds from a sale of the First Designated Subsidiary or the Second Designated Subsidiary or all or substantially all of the assets of the First Designated Subsidiary or the Second Designated Subsidiary in accordance with Section 5.02(d)(iv) or (v)); provided that (A) the Net Cash Proceeds of any such sales shall be applied pursuant to Section 2.03(b)(ii), (B) immediately before and after giving effect to such sale, no Default shall have occurred and be continuing or would result therefrom, (C) with respect to any such sale (or series of related sales) in an aggregate amount in excess of $2,500,000, immediately after giving effect to such sale, the U.S. Borrower and its Subsidiaries shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the relevant financial statements delivered pursuant to Section 5.03(b) or (c), as though such sale had occurred at the beginning of the Measurement Period covered thereby, as evidenced by a certificate of the chief financial officer of the U.S. Borrower furnished to the Administrative Agent demonstrating such compliance and (D) no sale or other disposition of assets shall be permitted by this clause (ii) unless such disposition is for at least 75% cash consideration;

(iii)          sales or contributions of equipment or other personal property to Subsidiaries or other joint ventures; provided that the aggregate fair market value of the assets so sold or contributed to Foreign Subsidiaries or such other joint ventures by the U.S. Borrower or any Domestic Subsidiary (determined, in each case, at the time of such sale or contribution) does not exceed $5,000,000 during the term of this Agreement;

(iv)          the sale of the First Designated Subsidiary or all or substantially all of the assets of the First Designated Subsidiary, so long as the consideration for such sale includes net cash consideration in an amount not less than the amount designated for the First Designated Subsidiary in the Designated Subsidiary Side

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Letter, after deducting from the gross amount of cash consideration received in respect of such sale an amount equal to the amount reserved for any liability under Section 4201, 4204 or 4212 of ERISA to which any Loan Party or any of its Subsidiaries may be subject as a result of any withdrawal from a multiemployer plan in connection with such sale; and

(v)           the sale of the Second Designated Subsidiary or all or substantially all of the assets of the Second Designated Subsidiary, so long as the consideration for such sale includes net cash consideration in an amount not less than the amount designated for the Second Designated Subsidiary in the Designated Subsidiary Side Letter, after deducting from the gross amount of cash consideration received in respect of such sale an amount equal to the amount reserved for any liability under Section 4201, 4204 or 4212 of ERISA to which any Loan Party or any of its Subsidiaries may be subject as a result of any withdrawal from a multiemployer plan in connection with such sale.

(e)           Investments in Other Persons.  Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person other than:

(i)            Investments existing on the Effective Date and described on Schedule 5.02(e), and any extensions, renewals or reinvestments thereof, so long as the aggregate amount of all Investments pursuant to this clause (measured by the amount actually invested) is not increased at any time above the amount of such Investments existing on the Effective Date;

(ii)           loans and advances to employees in the ordinary course of business of  the U.S. Borrower and its Subsidiaries as presently conducted in an aggregate amount not to exceed $2,000,000 at any time outstanding and other loans and advances to employees solely for the purchase of capital stock of the U.S. Borrower not to exceed $2,500,000 at any time outstanding, provided that each such loan and advance shall be evidenced by a promissory note which shall be pledged to the Administrative Agent for the benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement as security for the Obligations of such pledgor hereunder;

(iii)          Investments by the Borrowers and their Subsidiaries in Cash Equivalents;

(iv)          Investments by the Borrowers in Hedge Agreements permitted under Section 5.02(b)(i)(C);

(v)           Investments consisting of intercompany Debt permitted under Section 5.02(b)(ii) and other Investments permitted under this Section 5.02(e) by the Borrowers and their Subsidiaries in Persons that are Domestic Subsidiaries at the time of the making of such Investments;

(vi)          Investments received in connection with the bankruptcy or reorganization of suppliers or customers and in settlement of delinquent

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obligations of, and other disputes with, customers arising in the ordinary course of business;

(vii)         in the case of the U.S. Borrower, Investments required pursuant to Section 5.01(k);

(viii)        Investments in the Canadian Borrower and the Mexican Subsidiaries, provided that (A) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom and (B) the aggregate amount of all such Investments in the Canadian Borrower and the Mexican Subsidiaries as permitted by this clause (viii) and made after the Effective Date, when aggregated with all Investments in any other Foreign Subsidiaries pursuant to Section 5.02(e)(ix), shall not exceed $5,000,000 in the aggregate at any time outstanding plus the aggregate fair market of assets contributed to the Foreign Subsidiaries as permitted by Section 5.02(d)(iii);

(ix)           Investments in the Foreign Subsidiaries other than the Canadian Borrower or any Mexican Subsidiary, provided that (A) immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom and (B) the aggregate amount of all such Investments in such Foreign Subsidiaries as permitted by this clause (ix) and made after the Effective Date shall not exceed $2,500,000 in the aggregate at any time outstanding plus the aggregate fair market of assets contributed to the Foreign Subsidiaries as permitted by Section 5.02(d)(iii);

(x)            Investments to the extent that payment for such Investment is made solely with capital stock of the U.S. Borrower;

(xi)           Investments constituting non-cash proceeds of sales, transfers and other dispositions of assets permitted pursuant to Section 5.02(d)(ii); and

(xii)          other Investments in an aggregate amount outstanding for all such Investments not to exceed $5,000,000.

(f)            Dividends, Etc.  In the case only of the U.S. Borrower, declare or pay any dividends, purchase, redeem, retire, defease or otherwise acquire for value any of its capital stock or any warrants, rights or options to acquire such capital stock, now or hereafter outstanding, return any capital to its stockholders as such, make any distribution of assets, capital stock, warrants, rights, options, obligations or securities to its stockholders as such, or permit any of its Subsidiaries to purchase, redeem, retire, defease or otherwise acquire for value any capital stock of the U.S. Borrower or any warrants, rights or options to acquire such capital stock or to issue or sell any such capital stock or any warrants, rights or options to acquire such capital stock, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom, (i) the U.S. Borrower may declare and pay dividends and distributions payable only in common stock of the U.S. Borrower, (ii) the U.S. Borrower may redeem in whole or in part any capital stock of the U.S. Borrower for another class

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of capital stock or rights to acquire capital stock of the U.S. Borrower or with proceeds from substantially concurrent equity contributions or issuances of new shares of capital stock; provided that such other class of capital stock contains terms and provisions at least as advantageous to the Lender Parties as those contained in the capital stock redeemed thereby, (iii) the U.S. Borrower may repurchase shares of its capital stock (and/or options or warrants in respect thereof) held by its officers, directors and employees, so long as such repurchase is pursuant to, and in accordance with the terms of (x) the KEIP (as in effect on the Effective Date) or (y) any other management and/or employee stock plans, stock subscription agreements or shareholder agreements; provided that aggregate amount of cash paid (including cash paid on promissory notes issued pursuant to Section 5.02(b)(i)(E)) in respect of any such repurchases pursuant to this clause (y) does not exceed $500,000 in any calendar year, and (iv) the U.S. Borrower may make cash payments in lieu of issuing fractional shares in connection with any exchange of any Subordinated Debt for preferred or common stock of the U.S. Borrower, provided, however, that the aggregate payment under this clause (iv) does not exceed in any calendar year $2,500,000; provided further that such $2,500,000 amount in any calendar year may be increased by an amount not to exceed (A) the cash proceeds from the sale of capital stock of the U.S. Borrower to members of management, directors or consultants (or their heirs or estates) of U.S. Borrower and its Subsidiaries that occurs after the date hereof plus (B) the cash proceeds of key man life insurance policies received by the U.S. Borrower and any of its Subsidiaries after the date hereof.  Notwithstanding anything herein to the contrary, cancellation of Debt owing to the U.S. Borrower from members of management in connection with a purchase of capital stock of the U.S. Borrower by such members of management (in an amount not less than such Debt and financed from a source other than such Debt) will not be deemed to constitute a payment in violation of this Section 5.02(f) or any other provision hereof.

(g)           Prepayments, Etc., of Debt.  Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Permitted Subordinated Debt, other than (i) any prepayment of Debt owed by any Loan Party to any other Loan Party, (ii) any exchange of Permitted Subordinated Debt (including exchanges or conversions of New Senior Convertible Notes) for preferred or common stock of the U.S. Borrower and  (iii) cash payments in lieu of issuing fractional shares in connection with any exchange of Permitted Subordinated Debt (including exchanges or conversions of New Senior Convertible Notes) for preferred or common stock of the U.S. Borrower, provided, however, that (A) in the case of the preceding clause (ii) or (iii), such exchange (x) is made in satisfaction of any Obligations owed by the U.S. Borrower under, or in connection with, such Permitted Subordinated Debt and (y) shall not result in any Change of Control and (B) in the case of the preceding clause (iii), such cash payment does not exceed in any calendar year $2,500,000; provided further that such $2,500,000 amount in any calendar year may be increased by an amount not to exceed (A) the cash proceeds from the sale of capital stock of the U.S. Borrower to members of management, directors or consultants (or their heirs or estates) of U.S. Borrower and its Subsidiaries that occurs after the date hereof plus (B) the cash proceeds of key man life insurance policies received by the U.S. Borrower and any of its Subsidiaries after the date hereof.  Notwithstanding anything herein to the contrary, cancellation of Debt owing to the U.S.

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Borrower from members of management in connection with a purchase of capital stock of the U.S. Borrower by such members of management (in an amount not less than such Debt and financed from a source other than such Debt) will not be deemed to constitute a payment in violation of this Section 5.02(g) or any other provision hereof.

(h)           Amendment, Etc. of Documents.  (i) Amend or otherwise change, or consent to any amendment or change of, any of the terms of any Subordinated Debt Document or any Other Permitted Debt Document, in each case, in a manner that would be adverse to the Lender Parties in any material respect or permit any of its Subsidiaries to do any of the foregoing or (ii) designate any Indebtedness (other than the Obligations of the Loan Parties pursuant to the Loan Documents) as “Designated Senior Indebtedness” (or any other defined term having a similar meaning) for purposes of the New Senior Convertible Notes Indenture.

(i)            Partnerships, Etc.  Become a general partner in any general or limited partnership or joint venture which is not a limited liability entity, or permit any of its Subsidiaries to do so, other than any Subsidiary the sole assets of which consist of its interest in such partnership or joint venture.

(j)            Capital Expenditures.  From and after the Effective Date, make, or permit any of its Subsidiaries to make, any Capital Expenditures that would cause the aggregate amount of all Capital Expenditures of the U.S. Borrower and its Subsidiaries in any Fiscal Year set forth below to exceed the amount set forth for such Fiscal Year below:

Fiscal Year	Capital Expenditures
2010	$	25,000,000
2011	$	35,500,000
2012	$	41,000,000
2013	$	41,000,000

No amount referred to above may be carried forward or carried backwards for expenditure in a subsequent or prior Fiscal Year if such amount is not expended in the Fiscal Year for which it is permitted.

(k)           Negative Pledge.  Enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement prohibiting or conditioning the creation or assumption of any Lien upon any of its property or assets other than (i) in favor of the Secured Parties or (ii) in connection with (A) any Surviving Debt or (B) any Permitted Subordinated Debt or (iii) customary restrictions in Subordinated Debt Documents requiring equal and ratable liens if other Permitted Subordinated Debt is secured.

Section 5.03  Reporting Requirements.  So long as any Advance shall remain unpaid or any Letter of Credit shall be outstanding, the U.S. Borrower will furnish to the Lender Parties:

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(a)           Default or Litigation Notice.  Promptly upon any Responsible Officer of either Borrower or any of their respective Subsidiaries obtaining knowledge thereof, notice of (i) the occurrence of any event that constitutes a Default or an Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the appropriate Borrower proposes to take with respect thereto, and (ii) any litigation or governmental proceeding pending against either Borrower or any of their respective Subsidiaries that could reasonably be expected to result in a Material Adverse Effect.

(b)           Annual Financials.  As soon as available and in any event within 90 days after the end of each Fiscal Year, a Consolidated balance sheet of the U.S. Borrower and its Subsidiaries as of the end of such Fiscal Year and the related Consolidated statements of income and cash flow for such Fiscal Year setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, accompanied by an opinion which shall be unqualified as to the scope of the audit and as to the going concern status of the U.S. Borrower and its Subsidiaries, taken as a whole, of Deloitte & Touche LLP or other independent public accountants of recognized standing acceptable to the Majority Lenders, together with (A) a certificate of such accounting firm to the Lender Parties stating that in the course of the regular audit of the business of the U.S. Borrower and its Subsidiaries which audit was conducted by such accounting firm in accordance with GAAP, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof, (B) a schedule in form satisfactory to the Administrative Agent of the computations used by the U.S. Borrower in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Sections 5.02(j) and 5.04 (including, for purposes of determining compliance with Section 5.04(b), the aggregate amount of Restructuring Charges incurred as of the end of such Fiscal Year); provided that in the event of any change in GAAP used in the preparation of such financial statements, the U.S. Borrower shall also provide, if necessary for the determination of compliance with Sections 5.02(j) and 5.04, a statement of reconciliation conforming such financial statements to GAAP used to prepare the financial statements referred to in Section 4.01(f)(i) and (C) a certificate of the chief financial officer of the U.S. Borrower stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that the U.S. Borrower has taken and proposes to take with respect thereto.

(c)           Quarterly Financials.  As soon as available and in any event within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a Consolidated balance sheet of the U.S. Borrower and its Subsidiaries as of the end of such Fiscal Quarter and the related Consolidated statements of income and cash flow for the period commencing at the end of the previous Fiscal Quarter and ending with the end of such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period of (A) the preceding Fiscal Year, and (B) the applicable annual forecast delivered pursuant to Section 5.03(f), all in reasonable detail and duly certified (subject to year end audit

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adjustments) by the chief financial officer of such Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that such Borrower has taken and proposes to take with respect thereto, and (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by the U.S. Borrower in determining compliance with the covenants contained in Sections 5.02(j) and 5.04 (including, for purposes of determining compliance with Section 5.04(b), the aggregate amount of Restructuring Charges incurred as of the end of such Fiscal Quarter); provided that in the event of any change in GAAP used in the preparation of such financial statements, the U.S. Borrower shall also provide, if necessary for the determination of compliance with Sections 5.02(j) and 5.04, a statement of reconciliation conforming such financial statements to GAAP used to prepare the financial statements referred to in Section 4.01(f)(i).

(d)           Monthly Financials. As soon as available and in any event within 30 days after the end of each calendar month (commencing with January 2010 and excluding the last calendar month in any Fiscal Quarter), a Consolidated management internally generated balance sheet of the U.S. Borrower and its Subsidiaries as of the end of such month and the related Consolidated statements of income and cash flow for the period commencing at the end of the previous month and ending with the end of such month, setting forth in comparative form the corresponding figures for the corresponding period of (A) the preceding Fiscal Year, and (B) the applicable annual forecast delivered pursuant to Section 5.03(f), all in reasonable detail and duly certified (subject to quarterly adjustments and year-end audit adjustments) by the chief financial officer of the U.S. Borrower as fairly presenting in all material respects the financial position or results of operations of the U.S. Borrower and its Subsidiaries for such month.

(e)           13-Week Cash Flow Forecast.  (i) On the last Business Day of each month occurring prior to the one year anniversary of the Effective Date, the U.S. Borrower shall deliver to the Administrative Agent, (a) a 13-week cash flow forecast in a form reasonably satisfactory to the Administrative Agent (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 month and the amount maintained on deposit for such month 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 month from the amounts set forth for such month in the most recent 13-Week Cash Flow Forecast and (ii) containing explanations of material variances from such 13-Week Cash Flow Forecast, and (d) a certificate, in a form satisfactory to the Administrative Agent, of a Responsible Officer of the U.S. Borrower as to the calculation of Liquidity for the prior month and attaching forth such calculations.  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

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not to be viewed as fact and that actual results during the period or periods covered thereby may differ from such projected results).

(ii)           If, as of the end of any month following the one year anniversary of the Effective Date, Liquidity is less than $50,000,000, the U.S. Borrower shall deliver a 13-Week Cash Flow Forecast in a form consistent with requirements of the preceding paragraph to the Administrative Agent on the last Business Day of such month.

(f)            Annual Forecasts.  As soon as available and in any event no later than 60 days after the beginning of each Fiscal Year, forecasts prepared by management of the U.S. Borrower, in reasonable detail and in form customarily prepared by management of such Borrower for its internal use and setting forth an explanation for the principal assumptions on which such forecasts were based, of balance sheets, income statements and cash flow statements on a quarterly basis for the Fiscal Year following such Fiscal Year then ended and on an annual basis for each of the four Fiscal Years thereafter.

(g)           ERISA.  Promptly after any Loan Party or any ERISA Affiliate obtains knowledge, or has reason to know, of the occurrence of any of the following events that individually or in the aggregate (including in the aggregate such events previously disclosed or exempt from disclosure hereunder, to the extent the liability therefor remains outstanding), would be reasonably likely to have a Material Adverse Effect, a certificate of a Responsible Officer of the U.S. Borrower setting forth details as to such occurrence and the action, if any, that any Loan Party or any ERISA Affiliate is required or proposes to take, together with any notices (required, proposed or otherwise) given to or filed with or by or received by any Loan Party, any ERISA Affiliate, the PBGC, a Plan participant (other than notices relating to an individual participant’s benefits) or  the Plan administrator with respect thereto:  that a Reportable Event has occurred; that a Plan has failed to satisfy the minimum funding standard, within the meaning of Section 412 of the Internal Revenue Code or Section 302 of ERISA, or an application has been or is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 of the Internal Revenue Code with respect to a Plan; that a Plan having an Unfunded Current Liability has been or is to be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA (including the giving of written notice thereof); that a Plan other than a Specified Underfunded Plan has an Unfunded Current Liability; that a Specified Underfunded Plan has an Unfunded Current Liability in excess of the Unfunded Current Liability set forth on Schedule 4.01(l) for such Specified Underfunded Plan; that proceedings are reasonably expected to be or have been instituted to terminate a Plan having an Unfunded Current Liability (including the giving of written notice thereof); that a proceeding has been instituted against any Loan Party or any ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Plan; that the PBGC has notified any Loan Party or any ERISA Affiliate of its intention to appoint a trustee to administer any Plan; that any Loan Party or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Internal Revenue Code with respect to a Plan; or that any Loan Party or any ERISA Affiliate has incurred or is reasonably expected to incur (or has been notified in writing that it will incur) any liability (including any

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contingent or secondary liability) to or  on account of a Plan pursuant to Section 409, 502(i), 502(1), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section 436(f), 4971 or 4975 or the Internal Revenue Code.

(h)           Environmental Conditions.  Promptly after obtaining knowledge of any one or more of the following environmental matters, unless such environmental matters would not, individually or when aggregated with all other such matters, be reasonably expected to result in a Material Adverse Effect:

(i)            notice of any pending or threatened Environmental Action against the U.S. Borrower or any of its Subsidiaries or any Real Estate (as defined below);

(ii)           notice of any condition or occurrence on any Real Estate that (x) results in noncompliance by the U.S. Borrower or any of its Subsidiaries with any applicable Environmental Law or (y) could reasonably be anticipated to form the basis of an Environmental Action against the U.S. Borrower or any of its Subsidiaries or any Real Estate;

(iii)          notice of any condition or occurrence on any Real Estate that could reasonably be anticipated to cause such Real Estate to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Estate under any Environmental Law; and

(iv)          notice of the taking of any removal or remedial action in response to the actual or alleged presence of any Hazardous Material on any Real Estate.

All such notices shall describe in reasonable detail the nature of the claim, investigation, condition, occurrence or removal or remedial action and the U.S. Borrower’s response thereto.  The term “Real Estate” shall mean land, buildings and improvements owned or leased by the U.S. Borrower or any of its Subsidiaries, but excluding all operating fixtures and equipment, whether or not incorporated into improvements.

(i)            Quarterly Management Calls.  At a date to be mutually agreed upon between the Administrative Agent and the U.S. Borrower occurring not less than once per Fiscal Quarter, the U.S. Borrower shall provide each of the Lenders (other than any Investor Lender) with an update (via a meeting or conference call with the U.S. Borrower’s management and/or its advisors) on the ongoing financial performance, operations and Liquidity of the U.S. Borrower and its Subsidiaries.

(j)            Amendment of Documents.  Promptly after the same shall become effective, copies of any amendment or supplement to, or other modification of, any Subordinated Debt Document or Other Permitted Debt Document.

(k)           Securities Reports/Other Information.  Promptly after the sending or filing thereof, copies of all proxy statements, financial statements and reports that any Loan Party or any of its Subsidiaries sends to its stockholders or the trustee and/or the holders

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of the New Senior Convertible Notes, and copies of all regular, periodic and special reports, and all registration statements or prospectuses, that any Loan Party or any of its Subsidiaries files with the Securities and Exchange Commission or any governmental authority that may be substituted therefor, or with any national, state or provincial securities regulator (in each case to the extent not theretofore delivered to the Lender Parties pursuant to this Agreement), and with reasonable promptness such other information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender Party may reasonably request in writing from time to time.

(l)            Net Cash Proceeds.  Promptly, and in any event not later than one (1) Business Day, after the date of receipt of any Net Cash Proceeds with respect to any sale, lease, transfer or other disposition of any asset, the sale or issuance of any Equity Interests, or the incurrence or issuance of any Debt by any Person, or any Recovery Event, a certificate of a Responsible Officer of the U.S. Borrower setting forth the calculation of the Net Cash Proceeds with respect to such sale, lease, transfer or other disposition of any asset, such sale or issuance of any Equity Interests, or such incurrence or issuance of any Debt by any Person, or such Recovery Event.

(m)          LC Cash Returns.  Promptly, and in any event not later than one (1) Business Day, after the date of any LC Cash Return and, to the extent applicable, promptly, and in any event not later than one (1) Business Day, after the date on which cash is posted to collateralize a reimbursement obligation with respect to a Replacement Letter of Credit, a certificate of a Responsible Officer of the U.S. Borrower setting forth the amount of proceeds received under such LC Cash Return or, to the extent applicable, the amount of cash posted to collateralize the reimbursement obligation with respect to such Replacement Letter of Credit.

Section 5.04  Financial Covenants.  So long as any Advance shall remain unpaid or any Letter of Credit shall be outstanding, the U.S. Borrower will:

(a)           Minimum Liquidity.  Maintain as of the close of business on the last Business Day of any month, Liquidity in an amount not less than $25,000,000. The Borrower shall, on the first Business Day of each month, deliver to the Administrative Agent a report setting forth the Liquidity at the end of the previous Business Day.

(b)           Minimum EBITDA.  Maintain at the end of each Fiscal Quarter a minimum EBITDA of not less than the amount set forth below for each Measurement Period set forth below:

Measurement Period Ending	EBITDA
June 30, 2011	$	67,200,000
September 30, 2011	$	76,300,000
December 31, 2011	$	83,800,000
March 31, 2012	$	97,900,000
June 30, 2012	$	104,900,000
September 30, 2012	$	112,700,000
December 31, 2012	$	120,600,000

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March 31, 2013	$	125,700,000
June 30, 2013	$	131,300,000

provided that if at the end of any Measurement Period listed above, EBITDA of the U.S. Borrower for such Measurement Period is less than the required minimum EBITDA for such Measurement Period (the amount of such deficiency, an “EBITDA Deficiency”), no default under this Section 5.04(b) shall be deemed to exist with respect to such Measurement Period if, during the period commencing on the day after the last day of such Measurement Period and ending on the day which is 20 days after the date on which the financial statements required pursuant to Section 5.03(b) or (c) with respect to such Measurement Period are required to be delivered, the Net Cash Proceeds received by the U.S. Borrower from the sale or issuance of (x) Equity Interests of the U.S. Borrower or (y) Permitted Subordinated Debt equals or exceeds the EBITDA Deficiency for such Measurement Period; provided further that (i) an EBITDA Deficiency shall not be deemed cured pursuant to the preceding proviso (x) more than twice during the term of this Agreement or (y) in respect of any Measurement Period if an EBITDA Deficiency with respect to any of the three Measurement Periods immediately preceding such Measurement Period was deemed cured pursuant to the preceding proviso, (ii) no Net Cash Proceeds may be applied to the cure of any EBITDA Deficiency if the aggregate amount of all Net Cash Proceeds applied to the cure of EBITDA Deficiencies pursuant to the preceding proviso would exceed $15,000,000 and (iii) the Net Cash Proceeds received by the U.S. Borrower from any such sale or issuance of Equity Interests or Permitted Subordinated Debt shall be applied to the prepayment of Advances in accordance with Section 2.03(b)(iii) or (iv), as applicable.

ARTICLE VI

Guaranty

Section 6.01  Guaranty.  The U.S. Borrower hereby unconditionally and irrevocably guarantees (the provisions set forth in this Article VI being the “Guaranty”) the punctual payment when due, whether at scheduled maturity or at a date fixed for prepayment or by acceleration, demand or otherwise, of all of the Obligations of the Canadian Borrower now or hereafter existing under or in respect of the Loan Documents, whether direct or indirect, absolute or contingent, and whether for principal, interest, fees, indemnification payments, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent or any of the other Lender Parties in enforcing any rights under this Guaranty.  Without limiting the generality of the foregoing, the liability of the U.S. Borrower shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Canadian Borrower under or in respect of the Loan Documents but for the fact that such Guaranteed Obligations are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Canadian Borrower.

Section 6.02  Guaranty Absolute.  The U.S. Borrower guarantees that all of the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any Requirements of Law now or hereafter in effect in any jurisdiction

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affecting any of such terms or the rights of the Administrative Agent or any of the other Lender Parties with respect thereto.  The Obligations of the U.S. Borrower under this Guaranty are independent of the Guaranteed Obligations or any other Obligations of the Canadian Borrower under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against the U.S. Borrower to enforce this Guaranty, irrespective of whether any action is brought against the Canadian Borrower or whether the Canadian Borrower is joined in any such action or actions.  The liability of the U.S. Borrower under this Guaranty shall be absolute, unconditional and irrevocable irrespective of, and the U.S. Borrower hereby irrevocably waives any defenses it may now have or may hereafter acquire in any way relating to, any and all of the following:

(i)            any lack of validity or enforceability of any of the Loan Documents or any other agreement or instrument relating thereto;

(ii)           any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of the Canadian Borrower under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any of the Loan Documents (including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Canadian Borrower or any of its Subsidiaries or otherwise);

(iii)          any taking, exchange, release or nonperfection of any of the Collateral, or any taking, release or amendment or waiver of, or consent to departure from, the Guarantee and Collateral Agreement or any other guarantee, for all or any of the Guaranteed Obligations;

(iv)          any manner of application of Collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral for all or any of the Guaranteed Obligations or any other Obligations of the Canadian Borrower under or in respect of the Loan Documents, or any other property and assets of the Canadian Borrower or any of its Subsidiaries;

(v)           any change, restructuring or termination of the legal structure or existence of the Canadian Borrower or any of its Subsidiaries;

(vi)          any failure of any of the Lender Parties to disclose to the Canadian Borrower any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Canadian Borrower now or hereafter known to such Lender Party;

(vii)         the failure of any other Person to execute the Guarantee and Collateral Agreement or any other guarantee or agreement or the release or reduction of liability of the Canadian Borrower or any other guarantor or surety with respect to the Guaranteed Obligations; or

(viii)        any other circumstance (including, without limitation, any statute of limitations or any existence of or reliance on any representation by the Administrative

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Agent or any of the other Lender Parties) that might otherwise constitute a defense available to, or a discharge of, the U.S. Borrower or any other guarantor or surety.

This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent or any of the other Lender Parties or by any other Person upon the insolvency, bankruptcy or reorganization of the Canadian Borrower or otherwise, all as though such payment had not been made, and the U.S. Borrower hereby unconditionally and irrevocably agrees that it will indemnify the Administrative Agent and each of the other Lender Parties, upon demand, for all of the costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent or such other Lender Party in connection with any such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, a fraudulent transfer or a similar payment under any bankruptcy, insolvency or similar Requirements of Law.

The U.S. Borrower hereby further agrees that, as between the U.S. Borrower, on the one hand, and the Administrative Agent and the Lender Parties, on the other hand, (i) the Guaranteed Obligations of the Canadian Borrower may be declared to be forthwith due and payable as provided in Section 7.01 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 7.01) for purposes of this Guaranty, notwithstanding any stay, injunction or other prohibition preventing such declaration in respect of such Guaranteed Obligations (or preventing such Guaranteed Obligations from becoming automatically due and payable) as against any other Person and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations (or such Guaranteed Obligations being deemed to have become automatically due and payable) as provided in Section 7.01, such Guaranteed Obligations (whether or not due and payable by the Canadian Borrower) shall forthwith become due and payable by the U.S. Borrower for all purposes of this Guaranty.

Section 6.03  Waivers and Acknowledgments.  (a)  The U.S. Borrower hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, protest, dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty, and any requirement that the Administrative Agent or any of the other Lender Parties protect, secure, perfect or insure any Lien or any property or assets subject thereto or exhaust any right or take any action against the Canadian Borrower or any other Person or any of the Collateral.

The U.S. Borrower hereby waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or the other Lender Parties which in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the U.S. Borrower or any other rights of the U.S. Borrower to proceed against the Canadian Borrower, any other guarantor or any other Person or any of the Collateral, and (ii) any defense based on any right of setoff or counterclaim against or in respect of the Obligations of the U.S. Borrower under this Guaranty.

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The U.S. Borrower hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any of the other Lender Parties to disclose to the U.S. Borrower any fact or other matter relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Canadian Borrower or any of its Subsidiaries or the property and assets thereof now or hereafter known by the Administrative Agent or such other Lender Party.

The U.S. Borrower hereby unconditionally waives any right to revoke this Guaranty, and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.

The U.S. Borrower hereby acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in Section 6.02 and in this Section 6.03 are knowingly made in contemplation of such benefits.

Section 6.04  Subrogation.  The U.S. Borrower hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or may hereafter acquire against the Canadian Borrower or any other insider guarantor that arise from the existence, payment, performance or enforcement of the Obligations of the U.S. Borrower under this Guaranty or any of the other Loan Documents, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Administrative Agent or any of the other Lender Parties against the Canadian Borrower or any other insider guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute, common law or any other Requirements of Law, including, without limitation, the right to take or receive from such other Loan Party or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until such time as all of the Guaranteed Obligations and all of the other amounts payable under this Guaranty shall have been paid in full in cash.  If any amount shall be paid to the U.S. Borrower in violation of the immediately preceding sentence at any time prior to the latest of the payment in full in cash of all of the Guaranteed Obligations and all of the other amounts payable under this Guaranty, such amount shall be received and held in trust for the benefit of the Administrative Agent and the other Lender Parties, shall be segregated from the other property and funds of the U.S. Borrower and shall be delivered forthwith to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and the other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents, or to be held as Collateral for any of the Guaranteed Obligations or any of the other amounts payable under this Guaranty thereafter arising.  If (a) the U.S. Borrower shall pay to the Administrative Agent all or any part of the Guaranteed Obligations and (b) all of the Guaranteed Obligations and all of the other amounts payable under this Guaranty shall have been paid in full in cash, the Administrative Agent and the other Lender Parties will, at the U.S. Borrower’s request and expense, execute and deliver to the U.S. Borrower appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer of subrogation to the U.S. Borrower of an interest in the Guaranteed Obligations resulting from the payment made by the U.S. Borrower under this Guaranty.

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Section 6.05  Continuing Guaranty; Assignments.  This Guaranty is a continuing guarantee and shall (a) remain in full force and effect until the payment in full in cash of all of the Guaranteed Obligations and all of the other amounts payable under this Guaranty, (b) be binding upon the U.S. Borrower and its successors and assigns and (c) inure to the benefit of, and be enforceable by, the Administrative Agent and the other Lender Parties and their respective successors, transferees and assigns.  Without limiting the generality of clause (c) of the immediately preceding sentence, any of the Lender Parties may assign or otherwise transfer all or any portion of its rights and obligations under this Agreement (including, without limitation, all or any portion of the Advances owing to it and the Lender Note or Lender Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender Party under this Article VI or otherwise, in each case as provided in Section 9.07.

ARTICLE VII

Events of Default

Section 7.01  Events of Default.  If any of the following events (“Events of Default”) shall occur and be continuing:

(a)           Non-payment.  either Borrower shall (i) fail to pay any principal of any Advance owing by it when the same shall become due and payable or (ii) fail to pay any interest on any Advance owing by it, or any fees payable pursuant to Section 2.05, or any other amounts owing by it under any Loan Document, in each case within five days after the due date thereof; or

(b)           Representations and Warranties.  any representation or warranty made by any Loan Party in any Loan Document or any certificate delivered or required to be delivered pursuant thereto shall prove to have been untrue in any material respect on the date as of which made or deemed made; or

(c)           Specific Covenants.  either Borrower shall default in the due performance or observance by it of any term, covenant or agreement required to be performed or observed by it contained in Section 5.01(j), 5.01(o), 5.02, 5.03(a) or 5.04 or in the Designated Subsidiary Side Letter; or

(d)           Other Defaults.  any Loan Party shall default in the due performance or observance by it of any other term, covenant or agreement contained in any Loan Document on its part to be performed or observed if such failure shall remain unremedied for 30 days after written notice thereof shall have been given to the U.S. Borrower by the Administrative Agent or any Lender Party; or

(e)           Cross Default.  any Loan Party or any of its Subsidiaries shall fail to pay any principal of, premium or interest on or any other amount payable in respect of any Debt that is outstanding in a principal amount of at least $2,500,000 (or its equivalent in another currency) either individually or in the aggregate (but excluding Debt outstanding hereunder) of such Loan Party or such Subsidiary (as the case may be), when the same

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becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt or otherwise to cause, or to permit the holder thereof to cause, such Debt to mature; or any such Debt shall be declared to be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Debt shall be required to be made other than in connection with a sale of assets permitted by Section 5.02(d), in each case prior to the stated maturity thereof; or

(f)            Bankruptcy, etc.  any Loan Party or any of its Subsidiaries shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against any Loan Party or any of its Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, compromise, arrangement, adjustment, protection, relief, or composition of it or its debts under any law (including, without limitation, any corporate laws) relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, interim receiver, receiver and manager, monitor, trustee, or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it) that is being diligently contested by it in good faith, either such proceeding shall remain undismissed or unstayed for a period of 60 days or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or any substantial part of its property) shall occur; or any Loan Party or any of its Subsidiaries shall take any corporate action to authorize any of the actions set forth above in this subsection (f); or

(g)           Judgments.  one or more judgments or decrees shall be entered against either Borrower or any of the Subsidiaries involving a liability of $2,500,000 or more in the aggregate for all such judgments and decrees for the Borrowers and their Subsidiaries (to the extent not paid or fully covered by insurance provided by a carrier not disputing coverage) and any such judgments or decrees shall not have been satisfied, vacated, discharged or stayed or bonded pending appeal within 60 days from the entry thereof; or

(h)           Invalidity of Loan Documents.  any provision of any Loan Document after delivery thereof pursuant to the Existing Credit Agreement or the Consent or 5.01(j) hereof shall for any reason cease to be valid and binding on or enforceable against any Loan Party to it, or any such Loan Party shall so state in writing; or

(i)            Collateral Documents.  any Collateral Document after delivery thereof pursuant to the Existing Credit Agreement or the Consent or 5.01(j) hereof shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected first priority lien on and security interest in the Collateral purported to be covered thereby; or

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(j)            Change of Control.  any Change of Control shall occur; or

(k)           ERISA.  (i) any Plan shall fail to satisfy the minimum funding standard required for any plan year or part thereof or a waiver of such standard or extension of any amortization period is sought or granted under Section 412 of the Internal Revenue Code; any Plan is or shall have been terminated or is the subject of termination proceedings under ERISA (including the giving of written notice thereof); an event shall have occurred or a condition shall exist in either case entitling the PBGC to terminate any Plan or to appoint a trustee to administer any Plan (including the giving of written notice thereof); any Plan shall fail to satisfy the minimum funding standards of Section 412 or 430 of the Code or Sections 302 and 303 of ERISA; or any Loan Party or any ERISA Affiliate has incurred or is likely to incur a liability to or on account of a Plan under Section 409, 502(i), 502(1), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section 436(f), 4971 or 4975 of the Internal Revenue Code (including the giving of written notice thereof), (ii) there could result from any event or events set forth in clause (i) of this Section 7.01(k) the imposition of a lien, the granting of a security interest, or a liability, or the reasonable likelihood of incurring a lien, security interest or liability, and (iii) such lien, security interest or liability will or would be reasonably likely to result in a liability of any Loan Party or any ERISA Affiliate of $2,500,000 or more; provided, that the incurrence of any liability by any Loan Party or its Subsidiaries under Section 4201, 4204 or 4212 of ERISA as a result of any withdrawal from a multiemployer plan in connection with any sale in compliance with Section 5.02(d)(iv) or (v) shall not constitute an Event of Default hereunder notwithstanding that the amount of such liability may exceed $2,500,000; or

(l)            Failure of Debt to be Subordinated.  the Permitted Subordinated Debt or New Senior Convertible Notes shall cease, for any reason, to be validly subordinated, to the extent required by this Agreement, to the Obligations of the Borrowers and the Subsidiary Guarantors under the Loan Documents;

then, and in any such event, the Administrative Agent (i) shall at the request, or may with the consent, of the Majority Lenders, by notice to the Appropriate Borrower, declare the Lender Notes, all interest thereon and all other amounts payable under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon the Lender Notes, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each Borrower and (ii) shall at the request, or may with the consent of the Majority Lenders by notice to each party required under the terms of any agreement in support of which a Letter of Credit is issued, request that all Obligations under such agreement be declared to be due and payable; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to any Loan Party or any of its Subsidiaries under the Federal Bankruptcy Code, the Lender Notes, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each Borrower.

Section 7.02  Application of Funds.  (a)  Any amounts received on account of the Obligations on or after the occurrence of an Event of Default under Section 7.01(a) or the

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acceleration of the Obligations under the Loan Documents shall be applied by the Administrative Agent in the following order:

(i)            First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including fees and expenses of counsel to the Administrative Agent and the Lender Parties) payable to the Administrative Agent and the Lender Parties ratably among them in proportion to the amounts described in this clause First payable to them;

(ii)           Second, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Advances, ratably among the Lender Parties in proportion to the respective amounts described in this clause Second payable to them;

(iii)          Third, to payment of that portion of the Obligations constituting unpaid principal of the Advances ratably among the Lender Parties in proportion to the respective amounts described in this clause Third payable to them;

(iv)          Fourth, to the payment of all other Obligations (other than Unmatured Surviving Obligations) of the Loan Parties owing under or in respect of the Loan Documents that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and

(v)           Last, the balance, if any, after all of the Obligations (other than Unmatured Surviving Obligations) of the Loan Parties under or in respect of the Loan Documents have been indefeasibly paid in full and no Letters of Credit shall be outstanding that have not been cash collateralized in a manner reasonably satisfactory to the Administrative Agent and the Issuing Bank, to the U.S. Borrower or as otherwise required by law.

Notwithstanding any other provision of this Section 7.02, the Canadian Borrower shall not be liable for or required to repay any Obligation of the Loan Parties under the Loan Documents other than those Obligations incurred under the Canadian Facility.

ARTICLE VIII

The Administrative Agent

Section 8.01  Authorization and Action.  Each Lender Party (in its capacities as a Lender and the Issuing Bank (if applicable)) hereby irrevocably appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto.  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

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shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender Party or the holder of any Lender 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. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of the Lender Notes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall not incur any liability to any Lender Party and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders, and such instructions shall be binding upon all Lender Parties and all holders of Lender Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or applicable law.  Without limiting the foregoing, neither any Lender Party nor the holder of any Lender 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).  The Administrative Agent agrees to give to each Lender Party prompt notice of each notice given to it by either Borrower pursuant to the terms of this Agreement.

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 deem and treat the payee of any Lender 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 Lender 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 Lender 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 Lender Note or of any Lender Note or Lender 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

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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.

Section 8.03  DBTCA and Affiliates.  With respect to the Advances made or required to be made by it and the Lender Notes issued to it, DBTCA shall have the same rights and powers under the Loan Documents as any other Lender Party and may exercise the same as though it were not the Administrative Agent; and the term “Lender Party” or “Lender Parties” or any similar terms shall, unless otherwise expressly indicated, include DBTCA in its individual capacity.  DBTCA and its Affiliates may accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in 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, any Loan Party, any of its Subsidiaries and any Person who may do business with or own securities of any Loan Party or any such Subsidiary, all as if DBTCA were not the Administrative Agent and without any duty to account therefor to the Lender Parties.  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.

Section 8.04  Lender Party Credit Decision.  Each Lender Party acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender Party and based on the financial statements referred to in Section 4.01 and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.  Each Lender Party also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement.  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 Lender 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.

Section 8.05  Indemnification.

(a)           Each Lender Party severally agrees to indemnify the Administrative Agent (to the extent not promptly reimbursed by the Borrowers) from and against such Lender Party’s ratable share (determined as provided below) of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Administrative Agent (or any affiliate thereof) in performing its duties hereunder or under any other Loan Document or in any way relating to or arising out of the Loan Documents or any action taken or omitted by the Administrative Agent under the Loan Documents; provided, however, that no Lender Party shall be liable for any portion of such liabilities, obligations, losses, damages,

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penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).  Without limitation of the foregoing, each Lender Party agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any costs and expenses (including, without limitation, reasonable fees and expenses of counsel) payable by the Borrowers under Section 9.04, to the extent that the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrowers.  For purposes of this Section 8.05, the Lender Parties’ respective ratable shares of any amount shall be determined, at any time, according to the sum of (i) the aggregate principal amount of the Advances outstanding at such time and owing to the respective Lender Parties and (ii) their respective Pro Rata Shares of the aggregate Available LC Amount of all Letters of Credit outstanding at such time.  The failure of any Lender Party to reimburse the Administrative Agent promptly upon demand for its ratable share of any amount required to be paid by the Lender Party to the Administrative Agent as provided herein shall not relieve any other Lender Party of its obligation hereunder to reimburse the Administrative Agent for its ratable share of such amount, but no Lender Party shall be responsible for the failure of any other Lender Party to reimburse the Administrative Agent for such other Lender Party’s ratable share of such amount.  Without prejudice to the survival of any other agreement of any Lender Party hereunder, the agreement and obligations of each Lender Party contained in this Section 8.05 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the other Loan Documents.

(b)           Each U.S. Revolving Credit Lender severally agrees to indemnify the Issuing Bank (to the extent not promptly reimbursed by the Borrowers) from and against such Lender Party’s ratable share (determined as provided below) of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Issuing Bank in any way relating to or arising out of the Loan Documents or any action taken or omitted by the Issuing Bank under the Loan Documents; provided, however, that no Lender Party shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Issuing Bank’s gross negligence or willful misconduct.  Without limitation of the foregoing, each such Lender Party agrees to reimburse the Issuing Bank promptly upon demand for its ratable share of any costs and expenses (including, without limitation, reasonable fees and expenses of counsel) payable by the Borrowers under Section 9.04, to the extent that the Issuing Bank is not promptly reimbursed for such costs and expenses by the Borrowers.  For purposes of this Section 8.05(b), the U.S. Revolving Credit Lenders’ respective ratable shares of any amount shall be determined, at any time, according to the aggregate principal amount of the Existing U.S. Letter of Credit Advances outstanding at such time and owing to the respective U.S. Revolving Credit Lenders.  The failure of any such Lender Party to reimburse the Issuing Bank promptly upon demand for its ratable share of any amount required to be paid by the Lender Parties to the Issuing Bank as provided herein shall not relieve any other Lender Party of its obligation hereunder to reimburse the Issuing Bank for its ratable share of such amount, but no Lender Party shall be responsible for the failure of any other Lender Party to reimburse the Issuing Bank for such other Lender Party’s ratable share of such amount.  Without prejudice to the survival of any other agreement of any Lender Party hereunder, the agreement and obligations of each such Lender Party

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contained in this Section 8.05(b) shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the other Loan Documents.

Section 8.06  Successor Administrative Agents.  The Administrative Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lender Parties and the Borrowers.  Upon any such resignation, the Majority Lenders shall, with the consent of the U.S. Borrower (such consent not to be unreasonably withheld or delayed and such consent not to be required if an Event of Default then exists) have the right to appoint a successor Administrative Agent as to such of the Facilities as to which the Administrative Agent has resigned.  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.  If no successor Administrative Agent shall have been so appointed by the Majority Lenders and consented to by the U.S. Borrower, and shall have accepted such appointment, within 15 Business Days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lender Parties and with the consent of the U.S. Borrower (such consent not to be unreasonably withheld or delayed and such consent not to be required if an Event of Default then exists) appoint a successor Administrative Agent, which shall be a commercial bank or trust company organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000.  Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Majority Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Majority Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, and payments by the Borrowers in respect of such Facilities, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid.  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

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sentence of this Section 8.06.  After any retiring Administrative Agent’s resignation hereunder as Administrative Agent as to all of the Facilities, the Administrative Agent shall remain indemnified to the extent provided in this Agreement and the other Loan Documents, and the provisions of this Article VIII and Section 9.04 (and the analogous provisions of the other Loan Documents) shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any Facilities under this Agreement.

Section 8.07  Lead Arranger.  The Lead Arranger shall have no duties or obligations under this Agreement or the other Loan Documents in its capacity as Lead Arranger.

Section 8.08  Collateral Matters.  (a)  Each Lender Party authorizes and directs the Administrative Agent to enter into the Collateral Documents for the benefit of the Lender Parties and the other Secured Parties.  Each Lender Party hereby agrees, and each holder of any Lender 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 Lender Parties.  The Administrative Agent is hereby authorized on behalf of all of the Lender Parties, without the necessity of any notice to or further consent from any Lender Party, 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 Lender Parties 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 Lender Parties and that the Administrative Agent shall have no duty or liability whatsoever to the Lender Parties, 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 Party 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 Party or 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 Party with respect to a specific document, instrument, notice or other written communication received by and in the possession of the

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Administrative Agent at the time of receipt of such request and then only in accordance with such specific request.

ARTICLE IX

Miscellaneous

Section 9.01  Amendments, Etc.  No amendment or waiver of any provision of this Agreement or the Lender Notes or any other Loan Document, nor consent to any departure by either Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed (or, in the case of the Collateral Documents, consented to) by the Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders (other than any Lender that is, at such time, a Defaulting Lender), do any of the following at any time:  (i) waive any of the conditions specified in the Consent, (ii) change the number of Lenders or the percentage of (x) the aggregate unpaid principal amount of the Advances or (y) the aggregate Available LC Amount of outstanding Letters of Credit that, in each case, shall be required for the Lenders or any of them to take any action hereunder, (iii) amend this Section 9.01, (iv) release the U.S. Borrower from its guaranty obligations or reduce or limit the obligations of the U.S. Borrower under Section 6.01 of the Guaranty or (v) otherwise limit either Borrower’s liability with respect to the Obligations owing to the Administrative Agent and the Lender Parties under any of the Loan Documents, and (b) no amendment, waiver or consent shall, unless in writing and signed by the Majority Lenders and by each affected Lender, (i) increase the amount of U.S. Letter of Credit Advances required to be made or purchased by such Lender or subject such Lender to any additional obligations, (ii) reduce the principal of, or interest (other than a waiver of increased interest following Default pursuant to Section 2.04(b)) on, the Lender Notes held by such Lender or any reimbursement obligation in respect of any Letter of Credit or any fees or other amounts payable hereunder to such Lender or (iii) postpone any date fixed for any payment of principal or interest on the Lender Notes held by such Lender or any reimbursement obligation in respect of any Letter of Credit any fees or other amounts payable hereunder to such Lender or the final maturity date of any Facility; provided, that no amendment, waiver or consent shall, unless in writing and signed by the Issuing Bank in addition to the Lenders required above to take such action, affect the rights or obligations of the Issuing Bank under this Agreement; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement.  Notwithstanding the foregoing, in connection with any amendment, waiver, consent or other matter requiring the vote of the Majority Lenders, each Investor Lender shall be deemed to vote the aggregate principal amount of the Advances owed to it in the same manner as the majority of the Advances held by the Lenders that are not Investor Lenders with respect to such amendment, waiver, consent or other matter.

Notwithstanding the foregoing, this Agreement and the other Loan Documents may be amended (or amended and restated) with the written consent of the Majority Lenders, the Administrative Agent and each Borrower (a) to add a letter of credit facility to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and

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the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Advances and the accrued interest and fees in respect thereof and (b) to include appropriately the issuing bank or, if applicable, Lenders, that make extensions of credit under such letter of credit facility in any determination of the Majority Lenders; provided that any such letter of credit facility shall be subject to the following conditions: (i) the aggregate face value of letters of credit permitted to be issued under such letter of credit facility shall not exceed $20,000,000 and (ii) concurrently with the issuance of any new letter of credit under such letter of credit facility for the benefit of either a beneficiary under a letter of credit issued pursuant to the Existing Credit Agreement (including the Letters of Credit hereunder) or a new beneficiary in lieu of any such beneficiary, the U.S. Borrower shall procure prepayment of  U.S. Loan Advances, Canadian Advances and U.S. Letter of Credit Advances, if any, ratably in an aggregate amount not less than 100% of the cash drawn by the beneficiary of the letter of credit that is being replaced by such new letter of credit being issued for the benefit of either such beneficiary or a new beneficiary in lieu thereof.

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 47715, 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 Existing Issuing Bank, to its Domestic Lending Office specified opposite its name on Schedule I hereto; if to any other Lender, to its Domestic Lending Office specified in the Assignment and Acceptance pursuant to which it became a Lender; 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 (j) 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 2.03(a) and 2.06(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 Lender Notes or of any Exhibit hereto to be executed and delivered hereunder shall be effective as delivery of a manually executed counterpart thereof.

Section 9.03  No Waiver; Remedies.  No failure on the part of any Lender Party or the Administrative Agent to exercise, and no delay in exercising, any right hereunder or under any Lender Note shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.  The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

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Section 9.04  Costs, Expenses.  (a)  Each Borrower agrees to pay on demand (i) all costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents (including, without limitation, (A) all due diligence, collateral review, syndication, transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing and recording fees and expenses and (B) the reasonable fees and expenses of counsel for the Administrative Agent with respect thereto, with respect to advising the Administrative Agent as to its rights and responsibilities, or the perfection, protection or preservation of rights or interests, under the Loan Documents, with respect to negotiations with any Loan Party or with other creditors of any Loan Party or any of its Subsidiaries arising out of any Default or any events or circumstances that may give rise to a Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors’ rights generally and any proceeding ancillary thereto) and (ii) all costs and expenses of the Administrative Agent and the Lender Parties in connection with the enforcement of the Loan Documents, whether in any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent and each Lender Party with respect thereto).

(b)           Each Borrower agrees to indemnify and hold harmless the Administrative Agent, each Lender Party and each of their Affiliates and their officers, directors, trustees, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) the Facilities, any real property owned by, leased by or leased to any Loan Party, the actual or proposed use of the proceeds of the Advances or the Letters of Credit, the Loan Documents or any of the transactions contemplated thereby or (ii) the actual or alleged presence of Hazardous Materials on any property of any Loan Party or any of its Subsidiaries or any Environmental Action relating in any way to any Loan Party or any of its Subsidiaries, except to the extent, in each case, such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct.  In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 9.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, shareholders or creditors or an Indemnified Party or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated.

(c)           If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by either Borrower to or for the account of a Lender Party other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.03, 2.06(b)(i) or 2.07(c), acceleration of the maturity of the Lender Notes pursuant to Section 7.01 or for any other reason, such Borrower shall, upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party any amounts required to compensate such Lender Party for any additional losses, costs or expenses that it may reasonably incur as a result of such payment,

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including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender Party to fund or maintain such Advance.

(d)           If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it under any Loan Document, including, without limitation, fees and expenses of counsel and indemnities, such amount may be paid on behalf of such Loan Party by the Administrative Agent or any Lender Party, in its sole discretion.

(e)           Without prejudice to the survival of any other agreement of any Loan Party hereunder or under any other Loan Document, the agreements and obligations of the Borrowers contained in Sections 2.07 and 2.09 and this Section 9.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under any of the other Loan Documents.

Section 9.05  Right of Set-off.  Upon (a) the occurrence and during the continuance of any Event of Default and (b) the making of the request or the granting of the consent specified by Section 7.01 to authorize the Administrative Agent to declare the Lender Notes due and payable pursuant to the provisions of Section 7.01, each Lender Party and each of its respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set-off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender Party or such Affiliate to or for the credit or the account of either Borrower against any and all of the Obligations of such Borrower now or hereafter existing under this Agreement and the Lender Note or Lender Notes (if any) held by such Lender Party, irrespective of whether such Lender Party shall have made any demand under this Agreement or such Lender Note or Lender Notes and although such obligations may be unmatured.  Each Lender Party agrees promptly to notify such Borrower after any such set-off and application; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.  The rights of each Lender Party and its respective Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender Party and its respective Affiliates may have.

Section 9.06  Binding Effect.  This Agreement shall become effective when (a) the Consent shall have been executed by each Borrower and the Administrative Agent and (b) the Administrative Agent shall have been notified that (i) the Plan of Reorganization has been approved and, as approved, provides that all U.S. Lenders are conclusively deemed to have accepted the Plan of Reorganization and to be bound by the terms of the Consent and this Agreement without further notice to or order of the Bankruptcy Court, (ii) each Canadian Lender has executed the Consent and (iii) all other conditions set forth in the Consent shall have been satisfied or waived, and thereafter shall be binding upon and inure to the benefit of each Borrower, the Administrative Agent and each Lender Party and their respective successors and assigns, except that neither Borrower shall have the right to assign its rights or Obligations hereunder or any interest herein without the prior written consent of the Lender Parties.

Section 9.07  Assignments and Participations.  (a)  Each Lender may, with the consent of the Administrative Agent, and, so long as no Event of Default has occurred and is

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continuing, with the consent of the Appropriate Borrower (in each case, such consent not to be unreasonably withheld or delayed), assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its obligation to make or purchase U.S. Letter of Credit Advances, the Advances owing to it and the Lender Note or Lender Notes held by it); provided, however, that no consent by either Borrower or the Administrative Agent shall be required for an assignment to any Person who is an Affiliate or a Related Fund of such Lender, and provided further that (i) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under and in respect of one or more Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or a Related Fund of any Lender or an assignment which will result in a group of Lenders which are managed by the same Person holding an obligation to make or purchase U.S. Letter of Credit Advances or an Advance (as the case may be) of not less than $1,000,000 or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the obligation to make or purchase U.S. Letter of Credit Advances or the Advances (as the case may be) of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $1,000,000 (or integral multiples of $200,000 in excess thereof), (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Lender Note or Lender Notes subject to such assignment and, other than in the case of an assignment to an Affiliate of such Lender, a processing and recordation fee of $3,500, provided that only one such fee shall be payable in connection with simultaneous assignments by or to two or more Related Funds.

(b)           Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender or Issuing Bank, as the case may be, hereunder and (y) the Lender or Issuing Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s or Issuing Bank’s rights and obligations under this Agreement, such Lender or Issuing Bank shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.07, 2.09 and 9.04).

(c)           By executing and delivering an Assignment and Acceptance, the Lender Party assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows:  (i) other than as provided in such Assignment and Acceptance, such assigning Lender Party makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; (ii) such assigning Lender Party makes no representation or warranty and assumes no

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responsibility with respect to the financial condition of either Borrower or any other Loan Party or the performance or observance by any Loan Party of any of its obligations under any Loan Document or any other instrument or document furnished pursuant thereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Section 4.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Administrative Agent, such assigning Lender Party or any other Lender Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender or Issuing Bank, as the case may be.

(d)           The Administrative Agent, acting for this purpose (but only for this purpose) as the agent of the Borrowers, shall maintain at its address referred to in Section 9.02 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lender Parties and the principal amount of the Advances owing under each Facility to each Lender Party from time to time (the “Register”).  The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Administrative Agent and the Lender Parties shall treat each Person whose name is recorded in the Register as a Lender Party hereunder for all purposes of this Agreement.  The Register shall be available for inspection by the Borrowers or any Lender Party at any reasonable time and from time to time upon reasonable prior notice.

(e)           Upon its receipt of an Assignment and Acceptance executed by an assigning Lender Party and an assignee, together with any Lender Note or Lender Notes subject to such assignment, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit B hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Appropriate Borrower.  In the case of any assignment by a Lender, within five Business Days after its receipt of such notice, the Appropriate Borrower, at its own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Lender Note or Lender Notes a new Lender Note to the order of such Eligible Assignee in an amount equal to the Advances or obligation to make or purchase U.S. Letter of Credit Advances assumed by it under a Facility pursuant to such Assignment and Acceptance and, if the assigning Lender has retained any Advances or obligation to make or purchase U.S. Letter of Credit Advances hereunder under such Facility, a new Lender Note to the order of the assigning Lender in an amount equal to the Advances or obligation to make or purchase U.S. Letter of Credit Advances retained by it hereunder.  Such new Lender Note or Lender Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Lender Note or Lender Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of Exhibit A-1 or A-2 hereto, as the case may be.

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(f)            The Issuing Bank may, with the consent of the Administrative Agent, and, so long as no Event of Default shall have occurred and be continuing, with the consent of the U.S. Borrower (such consent not to be unreasonably withheld), assign to an Eligible Assignee all of its rights and obligations under this Agreement with respect to the Letters of Credit; provided, however, that (i) each such assignment shall be to an Eligible Assignee and (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500.

(g)           Each Lender Party may sell participations to one or more Persons (other than any Loan Party or any of its Affiliates) in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its obligation to make or purchase U.S. Letter of Credit Advances or the Advances owing to it and the Lender Note or Lender Notes (if any) held by it); provided, however, that (i) such Lender Party’s rights and obligations under this Agreement (including its obligation to make or purchase U.S. Letter of Credit Advances) shall remain unchanged, (ii) such Lender Party shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender Party shall remain the holder of any such Lender Note for all purposes of this Agreement, (iv) the Borrowers, the Administrative Agent and the other Lender Parties shall continue to deal solely and directly with such Lender Party in connection with such Lender Party’s rights and obligations under this Agreement, (v) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of any Loan Document, or any consent to any departure by any Loan Party therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest (other than increased interest following Default pursuant to Section 2.04(b)) on, the Lender Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, postpone any Termination Date or date fixed for payment of interest on, the Lender Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, or release the U.S. Borrower from its Obligations under Article VI hereof, and (vi) neither Borrower shall be subject to any increased liability to any Lender Party pursuant to this Agreement by virtue of such participation.

(h)           Any Lender Party may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 9.07, disclose to the assignee or participant or proposed assignee or participant, any information relating to the Borrowers furnished to such Lender Party by or on behalf of the Borrowers; provided, however, that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any Confidential Information received by it from such Lender Party.

(i)            Notwithstanding any other provision set forth in this Agreement, any Lender Party may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Advances owing to it and the Lender Note or Lender Notes held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System.

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(j)            Notwithstanding anything to the contrary contained herein, any Lender that is a fund that invests in bank loans may create a security interest in all or any portion of the Advances owing to it and the Lender Note or Lender Notes held by it to the trustee or other representative for holders of obligations owed, or securities issued, by such fund as security for such obligations or securities, provided that, unless and until such trustee or other representative actually becomes a Lender in compliance with the other provisions of this Section 9.07, (i) no such pledge shall release the pledging Lender from any of its obligations under the Loan Documents and (ii) such trustee or representative shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee or representative may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

Section 9.08  Replacements of Lenders Under Certain Circumstances.  The U.S. Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.07 or 2.09, (b) is affected in the manner described in Section 2.07(c) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the Appropriate Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.07, 2.08 or 2.09, as the case may be, owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.07 (provided that such Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that either Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Section 9.09  Execution in Counterparts.  This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 9.10  No Liability of the Issuing Bank.  The U.S. Borrower assumes all risks of the acts or omissions of any beneficiary or transferee of any Letter of Credit with respect to its use of such Letter of Credit.  Neither the Issuing Bank nor any of its officers or directors shall be liable or responsible for:  (a) the use that may be made of any Letter of Credit or any acts or omissions of any beneficiary or transferee in connection therewith; (b) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; (c) payment by the Issuing Bank against presentation of documents that do not comply with the terms of a Letter of Credit, including failure of any documents to bear any reference or adequate reference to the Letter of Credit; or (d) any other circumstances whatsoever in making or failing to make

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payment under any Letter of Credit, except that the U.S. Borrower shall have a claim against the Issuing Bank, and the Issuing Bank shall be liable to the U.S. Borrower, to the extent of any direct, but not consequential, damages suffered by the U.S. Borrower that the U.S. Borrower proves were caused by (i) the Issuing Bank’s willful misconduct or gross negligence in determining whether documents presented under any Letter of Credit comply with the terms of the Letter of Credit or (ii) the Issuing Bank’s willful failure to make lawful payment under a Letter of Credit after the presentation to it of a draft and certificates strictly complying with the terms and conditions of the Letter of Credit.  In furtherance and not in limitation of the foregoing, the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary.

Section 9.11  Confidentiality.  (a)  The Administrative Agent and each Lender Party shall hold all non-public information furnished by or on behalf of either Borrower in connection with such Lender Party’s evaluation of whether to become a Lender Party hereunder or obtained by such Lender Party or the Administrative Agent pursuant to the requirements of this Agreement (“Confidential Information”), in accordance with its customary procedure for handling confidential information of this nature and (in the case of a Lender Party that is a bank) in accordance with safe and sound banking practices.  Neither the Administrative Agent nor any Lender Party shall disclose any Confidential Information to any Person without the consent of the Borrowers, other than (i) to the Administrative Agent’s or such Lender Party’s Affiliates and their officers, directors, trustees, employees, agents and advisors, to pledgees under Section 9.07(i) and to actual or prospective Eligible Assignees and participants, and then only on a confidential basis, (ii) as required by any law, rule or regulation or judicial process and (iii) as requested or required by any state, federal or foreign authority or examiner regulating such Lender Party or the Administrative Agent.

(b)           Each of the Borrowers, the Administrative Agent and each Lender Party (and each of their respective officers, directors, employees, accountants, attorneys and other advisors, agents and representatives) may disclose to any and all persons, without limitation of any kind, the U.S. tax treatment and U.S. tax structure of the transactions contemplated by this Agreement or any other Loan Document and all materials of any kind (including opinions and other tax analyses) that are provided to any of them  relating to such U.S. tax treatment and U.S. tax structure.

Section 9.12  Release of Collateral.  (a)  Upon the sale, lease, transfer or other disposition of any item of Collateral of any Loan Party (including, without limitation, as a result of the sale, in accordance with the terms of the Loan Documents, of the Loan Party that owns such Collateral) in accordance with the terms of the Loan Documents, the Administrative Agent will, at the U.S. Borrower’s expense, execute and deliver to such Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents in accordance with the terms of the Loan Documents.

(b)           Upon the sale, lease, transfer or other disposition of all of the capital stock of any Loan Party that is Subsidiary Guarantor in accordance with the terms of the Loan Documents, the Administrative Agent will, at the U.S. Borrower’s expense, execute and deliver

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to such Loan Party such documents as such Loan Party may reasonably request to evidence its release as a Subsidiary Guarantor from its Obligations under the Guarantee and Collateral Agreement in accordance with the terms of the Loan Documents.

Section 9.13  USA Patriot Act.  Each Lender Party that is subject to the USA Patriot Act and the Administrative Agent (for itself and not on behalf of any Lender Party) hereby notifies each Loan Party that, pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies such Loan Party, which information includes the name, address and tax identification number of such Loan Party and other information regarding such Loan Party that will allow such Lender Party or the Administrative Agent, as applicable, to identify such Loan Party in accordance with the USA Patriot Act.  This notice is given in accordance with the requirements of the USA Patriot Act and is effective as to the Lender Parties and the Administrative Agent.

Section 9.14  Jurisdiction, Etc.  (a)  Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court.  Each Borrower irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Borrower at its address specified in Section 9.02 and agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction.  Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction.

(b)           Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal court.  Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Section 9.15  Judgment.  (a)  If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder or under any of the other Loan Documents in U.S. dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase U.S. dollars with such other currency at DBTCA on the Business Day preceding that on which final judgment is given.

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The obligation of each Borrower in respect of any sum due from it to any Lender Party or the Administrative Agent hereunder or under any of the other Loan Documents held by such Lender Party shall, notwithstanding any judgment in a currency other than U.S. dollars, be discharged only to the extent that on the Business Day of receipt by such Lender Party or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender Party or the Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase U.S. dollars with such other currency; if the U.S. dollars so purchased are less than the sum originally due by such Borrower to such Lender Party or the Administrative Agent (as the case may be) in U.S. dollars, such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender Party or the Administrative Agent (as the case may be) against such loss, and if the U.S. dollars so purchased exceed the sum originally due by such Borrower to any Lender Party or the Administrative Agent (as the case may be) in U.S. dollars, such Lender Party or the Administrative Agent (as the case may be) agrees to remit to such Borrower such excess.

Section 9.16  Reference to and Effect on the Loan Documents.  Each Borrower hereby confirms and agrees that each of the Canadian Lender Notes, to the extent each is outstanding as of the date hereof, is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that, upon the effectiveness of this Agreement and on and after the date hereof, each reference in such Lender Notes to the “Credit Agreement”, “thereunder”, “thereof”, “therein” or words of like import referring to the Existing Credit Agreement shall mean and be a reference to this Agreement.

Section 9.17  Governing Law.  THIS AGREEMENT AND THE LENDER NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, UNITED STATES.

Section 9.18  Waiver of Jury Trial.  EACH OF THE BORROWERS, THE ADMINISTRATIVE AGENT AND THE LENDER PARTIES IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS, THE ADVANCES OR THE ACTIONS OF THE ADMINISTRATIVE AGENT OR ANY LENDER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

Section 9.19  Confirmation Order; Binding Effect.  Pursuant to the Confirmation Order and the Plan of Reorganization on the Effective Date, this Agreement and the other Loan Documents to which they are a party shall be contractually binding upon the Administrative Agent and each of the Lender Parties (other than the Canadian Lenders) as if they were executed by the Administrative Agent and each of the Lender Parties (other than the Canadian Lenders) directly.

*     *     *

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

ACCURIDE CORPORATION
By:
	Name:
	Title:
ACCURIDE CANADA INC.
By:
	Name:
	Title:
DEUTSCHE BANK TRUST COMPANY AMERICAS., as Administrative Agent
By:
	Name:
	Title:
DEUTSCHE BANK SECURITIES.,
as Lead Arranger
By:
	Name:
	Title:

EX-10.2

Exhibit 10.2

FOURTH ADDENDUM TO LEASE AGREEMENT WITH

OPTION TO PURCHASE

THIS FOURTH ADDENDUM TO LEASE AGREEMENT (this “Addendum”), dated this 22nd day of December, 2009, by and between VIKING PROPERTIES, LLC, an Indiana limited liability company, and LOGAN INDIANA PROPERTIES, LLC, an Indiana limited liability company (collectively “Landlord”) and ACCURIDE CORPORATION, a Delaware corporation, (“Tenant”).

WITNESSETH, THAT:

WHEREAS, Woodward, LLC, as the landlord, and Tenant have heretofore executed a certain Lease with Option to Purchase dated the 26th day of October, 1998, as amended by the First Addendum to Lease Agreement with Option to Purchase dated the 6th day of January, 1999, as further amended by the Second Addendum to Lease Agreement with Option to Purchase dated effective the 1st day of November, 1999, and as amended by the Third Addendum dated effective the 1st day of June 2008 (collectively the “Lease”); and

WHEREAS, the Landlord is the assignee and the successor-in-interest to the interests of Woodward, LLC, as the landlord, under the Lease; and

WHEREAS, on October 8, 2009 (the “Petition Date”), Tenant filed a petition with the United Stated Bankruptcy Court for the District of Delaware under chapter 11 of the Bankruptcy Code , Case No. 09-13449 (BLS); and

WHEREAS, The Tenant has filed its First Amended Plan of Reorganization for Accuride Corporation et al. (as amended from time to time, the “Plan”).  The Tenant will seek entry of an order confirming the Plan (the “Confirmation Order”).  The Plan will become effective upon the occurrence of the Effective Date (as such term is defined in the Plan) of the Plan (the “Plan Effective Date”); and

WHEREAS, the Landlord and Tenant desire to amend the Lease with regard to the term, capital investment and certain other matters and desire to make such amendments effective as of the Plan Effective Date; and

NOW, THEREFORE, in consideration of the recitals and in consideration of the mutual promises and covenants hereinafter set forth, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.  Effective Date/Condition Precedent.  The modifications to the lease agreement reflected in this 4th Addendum will be effective as of Plan Effective Date.  The occurrence of the Plan Effective Date shall satisfy all conditions precedent, and no further action shall be required by any of the parties hereto in order to make this 4th Addendum effective.  All conditions and obligations as set forth in the Lease through the 3rd Addendum shall remain in effect until the Plan Effective Date.

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2.  Term.  The second grammatical sentence of Section 2.01 of the Lease shall be deleted in its entirety and the following shall be inserted in the Lease, in lieu thereof, as if originally part of the Lease:

“The term of the lease shall expire five (5) years from the Plan Effective Date, subject to renewal as provided for herein below.”

3.  Monthly Rental.  Section 1.01 of the Lease shall be modified to read as follows, as if originally part of the Lease:

“1.01:  MONTHLY RENTAL:

Five Year Term                     The monthly rental amount shall be Forty Thousand

Commencing On                   Eight Hundred and 00/100 Dollars ($40,800.00) per month, the Plan Effective Date representing an annual rate of Fourteen and 40/100 Dollars ($14.40) per square foot.

4.  Renewal of Lease.  Section 25.01 of the Lease shall be modified to read as follows, as if originally part of the Lease:

“25.01:  RENEWAL OF LEASE:  Provided that the Tenant is not in default, at the end of the current term of the Lease, which expires five (5) years from the Plan Effective Date, the Tenant shall have the right to renew and extend the term of this Lease for two (2) separate successive additional terms of five (5) years each.  To exercise the right to renew and extend the term of this Lease for an additional five (5) year term, Tenant shall provide written notice to the Landlord of its desire and intent to extend and renew the term of this Lease which notice must be provided not less than six (6) months prior to the end of the then current Lease term.  The rental rate for each renewal term shall be at the then current market rate but not to exceed an annual rate of Seventeen and 71/100 Dollars ($17.71) per square foot.  If the Tenant and the Landlord are unable to agree upon the current market rental rate in any renewal term, and Tenant still desires to renew the Lease, Landlord and Tenant shall submit the matter to arbitration pursuant to Section 34.01 of the Lease.”

5.  Capital for Improvements.  The following provision shall be added as Section 38.01 to the Lease, as if originally part of the Lease:

“38.01 ADDITIONAL CAPITAL FOR IMPROVEMENTS:  At Tenant’s option, Tenant may choose to draw up to One Hundred Fifty Thousand Dollars ($150,000.00) as a capital contribution from Landlord to be used for improvements to the existing Leased Premises.  Upon written notice to Landlord of this draw, the requested money shall be paid to Tenant in a lump sum amount within five (5) business days of such notice.  This money, if drawn, will be repaid as additional monthly rent amortized over the then remaining term of the Lease at an interest rate

2

of thirteen percent (13%).(1)   Tenant may repay the principal on this capital draw at any time with no penalties, along with any interest that would have accrued to that point”

6.  Alterations.  The following shall be added as the second sentence of Section 6.01 of the Lease, as if originally part of the Lease:

“The parties have conceptually agreed upon alterations to allow Tenant to implement a shared services center and alterations to the building to provide a more open architecture.  Such alterations shall be subject to final approval by the Landlord whose approval shall not be unreasonably withheld.”

7.  Events of Default by Landlord.  Section 14.01(a) of the Lease shall be modified to change the word “TENANT” to “LANDLORD,” as if originally reflected in the Lease.

8.  Notices.  Section 22.01 of the Lease shall be modified to list the following contact for notices to the Tenant going forward:

“Attention:            General Counsel

Accuride Corporation

7140 Office Circle

Evansville, IN 47715

Facsimile Number:  (812) 962-5030.”

9.  Intent of the Parties.  It is the intent and desire of the parties to amend and modify the terms and conditions of the Lease in accordance with the terms of this Addendum as if the Lease originally contained such terms and conditions as set forth herein.  As amended by this Addendum, the parties hereto hereby ratify and confirm the said conditions shall remain in full force and effect.  In the event any of the terms and conditions of the Lease are in conflict with the terms and conditions of this Addendum, the terms and conditions of this Addendum are paramount and this Addendum shall govern the terms of the relationship of the parties and the Lease shall be construed accordingly.

(1) For example:  If $150,000 is drawn and paid with the full five (5) year term remaining, this would be monthly payments of $3,412.00 in addition to regular monthly lease payments.

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10.  Authority to Execute.  The individual(s) executing this Addendum on behalf of the Tenant and Landlord represent and warrant that they are duly authorized to deliver this Addendum and that this Addendum is binding upon each party in accordance with its terms.

VIKING PROPERTIES, LLC
By:	/s/ Thomas B. Logan
	Thomas B. Logan, Manager
LOGAN INDIANA PROPERTIES, LLC
By:	/s/ Thomas B. Logan
	Thomas B. Logan, Manager
	“Landlord”
ACCURIDE CORPORATION
By:	/s/ James H. Woodward, Jr.
	James Woodward, Chief Financial Officer
	“Tenant”

4

EX-10.3

Exhibit 10.3

FOURTH AMENDMENT TO AMENDED AND RESTATED BUILD TO SUIT INDUSTRIAL LEASE AGREEMENT

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED BUILD TO SUIT INDUSTRIAL LEASE AGREEMENT (this “Fourth Amendment”) is made and entered into as of the 18th day of February, 2010, by and between INDUSTRIAL REALTY PARTNERS, LLC, a Tennessee limited liability company (“Lessor”), and IMPERIAL GROUP, L.P., a Delaware limited partnership (“Lessee”). All capitalized terms which are used but not otherwise defined herein shall have the same meanings ascribed to them in the Lease (hereinafter defined).

WITNESSETH:

WHEREAS, Lessor and Lessee entered into that certain Amended and Restated Build to Suit Industrial Lease Agreement dated March 17, 2000, as amended by that certain First Amendment to Amended and Restated Build to Suit Industrial Lease Agreement dated June 22, 2000, as further amended by that certain Second Amendment to Amended and Restated Build to Suit Industrial Lease Agreement dated August 1, 2000, as further amended by that certain Third Amendment to Amended and Restated Build to Suit Industrial Lease Agreement dated August 31, 2000 (as amended, the “Lease”); and

WHEREAS, on October 8, 2009 (the “Petition Date”), Lessee’s parent company, Accuride Corporation (“Accuride”), filed a petition with the United States Bankruptcy Court for the District of Delaware under chapter 11 of the Bankruptcy Code, Case No. 09-13349; and

WHEREAS, Accuride has filed its Third Amended Plan of Reorganization for Accuride Corporation et al. (as amended from time to time, the “Plan”) and Accuride will seek entry of an order confirming the Plan; and

WHEREAS, Lessor and Lessee desire to amend the Lease with regard to the term and certain other matters and desire to make such amendments effective as of the Effective Date (as such term is defined in the Plan) of the Plan (the “Plan Effective Date”), all as more particularly set forth herein.

NOW, THEREFORE, for and in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee hereby agree as follows:

1.             Effective Date.  The modifications to the Lease reflected in this Amendment will be effective as of the Plan Effective Date.

2.             Term.  Section 4(A) of the Lease is hereby amended in all respects necessary to reflect that the Initial Term is hereby extended to the date which is ten (10) years from the Plan Effective Date.

3.             Rent.  Sections 5(A) and 5(B) are hereby amended in all respects necessary to reflect that, commencing on the Plan Effective Date, the Base Rent shall be $3.09 per square foot of the Premises.  The Base Rent shall increase by two percent (2%) per annum on the first (1st) anniversary of the Plan Effective Date and by two percent (2%) per annum on each successive anniversary of the Plan Effective Date thereafter.

4.             Purchase Option.  Section 36 is hereby amended to delete the third grammatical sentence thereof and insert the following sentence in lieu thereof:

“In the event that the Lessee does not enter into a binding contract to purchase the Premises during such sixty (60) day period, then, subject to Lessee’s right of first refusal set forth in Section 37 hereof and Lessee’s Option to Purchase (hereinafter defined) set forth in Section 42 hereof, the Lessor shall have the right to sell the Premises to a third party upon terms and conditions acceptable to the Lessor.”

5.             Amendments to paragraphs 36 and 37.  The Lease is hereby amended by deleting the following sentence which was added by the Third Amendment to the end of each of paragraph 36 and 37:

“In the event Lessee purchases the Premises pursuant to this paragraph, Lessee shall be entitled at the closing of the purchase thereof to a credit against the purchase price in an amount equal to five (5%) percent of the gross purchase price (provided, however, that the terms and provisions of this paragraph are subject to the terms and provisions of that certain Specific Assignment, Subordination, Non-Disturbance and Attornment by and among Lessor, Lessee and Aid Association for Lutherans).”

6.             Right of Early Termination.  The following Section 41 is hereby added to the Lease as if originally part of the Lease:

“41.         Right of Early Termination.  Notwithstanding anything to the contrary contained herein, Lessee shall have a continuing option to terminate the Lease (“Termination Option”), which termination may occur at any time on or after March 1, 2016.  If Lessee desires to exercise the Termination Option, Lessee shall deliver Lessor written notice of Lessee’s exercise of the Termination Option, which notice must be received by Lessor no later than six (6) months prior to the desired termination date, which will be specified in the Lessee’s notice (the “Early Termination Date”) and which notice shall be accompanied by a termination fee in an amount equal to six (6) months of rent at the then applicable base rate, which such termination fee shall be fully refundable to Lessee in the event the Lease is not terminated for any reason.  If Lessee exercises its Termination Option in accordance with the foregoing, this Lease shall terminate as of 11:59 p.m. on the Early Termination Date.

7.             Option to Purchase.  The following Section 42 is hereby added to the Lease as if originally part of the Lease:

“42.         Option to Purchase:  At any time prior to the expiration of the then current term of this Lease (i.e., the Initial Term or any Renewal Term, as applicable) Lessee, upon giving written notice to Lessor (the “Option Notice”), shall have the right to purchase the Premises as set forth in this Section 42 (the “Option to Purchase”).  The purchase price shall be the Fair Market Value of the Premises as established pursuant to the appraisal procedure described on Exhibit “C” attached hereto.  If the Option to Purchase is exercised (i) the purchase price shall be paid at closing, which shall take place ninety (90) days following Lessor’s receipt of the Option Notice; (ii) Lessee shall take title subject only to those encumbrances of record in the Register’s Office of Sumner County, Tennessee as of the Plan Effective Date (exclusive any instrument evidencing a monetary lien, all of which shall be satisfied by Lessor and released of record at or prior to closing) and real property taxes for the then current year, but Lessee shall not be obligated to take title subject to any other lien or other encumbrance; (iii) adjustment and prorations for taxes, utility charges and insurance premiums are to be made as of the date of closing; (iv) the deed shall be a special warranty deed conveying marketable and insurable fee simple title to the Premises, subject only to the exceptions hereinabove referred to; (v) Lessor shall furnish Lessee an ALTA (Form B) owner’s policy of title insurance insuring title to the Premises subject only to the foregoing exceptions and to such other exceptions as Lessee may waive in writing; and (vi) 

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Lessor will pay all customary closing costs except that Lessee shall be responsible for recording costs, transfer taxes and its own attorney’s fees.

The parties hereby acknowledge and agree that the Option to Purchase set forth in this Section 42 shall be independent of and in addition to the purchase option set forth in Section 36 hereof.”

8.             Memorandum of Lease.  On the Plan Effective Date, the parties hereto agree to execute and deliver an amendment to the Memorandum of Lease, or other such instrument in recordable form, memorializing the Option to Purchase set forth in Section 42 hereof.

9.             Exhibit C.  Exhibit C attached hereto is hereby incorporated into and made a part of the Lease.

10.           Counterparts.  This Amendment may be executed in several counterparts, as long as each party to this Amendment executes at least one such counterpart.  Each of such counterparts shall be an original but all of the counterparts, when taken together, shall constitute one and the same instrument and shall become effective when each party hereto has executed at least one such counterpart. The parties hereto agree that a facsimile signature shall constitute an original signature hereunder.

11.           No Other Modifications.  Except as expressly provided hereby, the terms and provisions of the Lease shall continue in full force and effect.

[signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day first above written.

LESSOR:
INDUSTRIAL REALTY PARTNERS, LLC, a Tennessee limited liability company
By:	/s/ Joe A. Hicks
Name:	Joe A. Hicks
Title:	Chief Manager
LESSEE:
IMPERIAL GROUP, L.P., a Delaware limited partnership
By:	/s/ William M. Lasky
Name:	William M. Lasky
Title:

Guarantor joins in the execution of this Fourth Amendment to the Lease solely for the purposes of consenting to the modifications to the Lease made herein.

GUARANTOR:

TRANSPORTATION TECHNOLOGIES

INDUSTRIES, INC., a Delaware corporation

By:	/s/ William M. Lasky
Name:	William M. Lasky
Title:

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JOINDER TO FOURTH AMENDMENT TO

AMENDED AND RESTATED BUILD TO SUIT INDUSTRIAL LEASE AGREEMENT

The undersigned, being the successor in interest to Aid Association for Lutherans (the “Lender”) and the holder of the indebtedness which is secured, in part, by a deed of trust lien on the Premises, joins in the execution of this Fourth Amendment to Amended and Restated Build to Suit Industrial Lease Agreement for the sole purposes of (a) consenting to the terms of such amendment, (b) agreeing that, nothwithstanding anything to the contrary set forth in that certain Specific Assignment Subordination, Nondisturbance and Attornment Agreement dated as of September 19, 2000, by and between Lessee, Lessor and Lender, of record at Book 1163, page 690, Register’s Office for Sumner County, Tennessee, Lender hereby agrees that the early termination option set forth in Section 41 of the Lease (as amended) shall survive any foreclosure of Lender’s lien on the Premises, any purchase conducted in connection therewith, or any conveyance pursuant to a deed-in-lieu of foreclosure (collectively, the “Default Conveyances”) and be binding upon any successors to Lessor following a Default Conveyance, subject to the terms of the Lease (as amended), and (c) agreeing that Lender shall give written notice to Tenant prior to any foreclosure by Lender of its lien on the Premises.

Lender:

Thrivent Financial for Lutherans

By:	/s/ Wayne C. Streck
Name:	Wayne C. Streck
Title:	Ass’t Vice President

Date: 2-18-2010

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Exhibit C

Appraisal Process to Establish Fair Market Value

“Fair Market Value” of the Premises shall mean the value of the Premises as determined in this Exhibit “C”.  Not later than the (10) business days after Lessor’s receipt of the Option Notice, Lessor and Lessee shall each select one Appraiser (as defined below) to participate in the determination of Fair Market Value .  For all purposes under this Lease, the Fair Market Value of the Premises shall be based on the Fair Market Value of the Premises unencumbered by this Lease.  Within five (5) business days of such selection, the Appraisers so selected by Lessor and Lessee shall select a third Appraiser.  The three (3) selected Appraisers shall each determine the Fair Market Value of the Premises within thirty (30) days of the selection of the third appraiser.  Each of Lessee and Lessor shall pay the fees and expenses of any Appraiser which such party appoints pursuant to this Exhibit plus 50% of the cost of the third appraiser.

In the event either Lessor or Lessee fails to select a Appraiser within the time period set forth in the foregoing paragraph, the Appraiser selected by the other party shall alone determine the Fair Market Value of the Premises in accordance with the provisions of this Exhibit and the Fair Market Value so determined shall be binding upon Lessor and Lessee.

In the event the Appraisers selected by Lessor and Lessee are unable to agree upon a third Appraiser within the time period set forth in the first paragraph of this Exhibit, either Lessor or Lessee shall have the right to apply at their mutual expense to the presiding judge of the court of original trial jurisdiction in the county in which the Premises is located to name the third Appraiser.

Within five (5) business days after completion of the third Appraiser’s appraisal, all three Appraisers shall meet and a majority of the Appraisers shall attempt to determine the Fair Market Value of the Premises.  If a majority are unable to determine the Fair Market Value at such meeting, the three appraisals shall be added together and their total divided by three.  The resulting quotient shall be the Fair Market Value of the Premises.  If, however, either or both of the low appraisal or the high appraisal are more than ten percent (10%) lower or higher than the middle appraisal, any such lower or higher appraisal shall be disregarded.  If only one appraisal is disregarded, the remaining two appraisals shall be added together and their total divided by two, and the resulting quotient shall be such Fair Market Value.  If both the lower appraisal and higher appraisal are disregarded as provided herein, the middle appraisal shall be such Fair Market Value.  In any event, the result of the foregoing appraisal process shall be final and binding.

Lessor and Lessee will exercise their respective best efforts to expedite the appraisal process and will cooperate fully and with all deliberate speed with each other and with all appraisers in order to allow the determination of Fair Market Value to be finally completed.  Notwithstanding anything else in this Exhibit, if any appraiser appointed hereunder fails to complete his or her report within thirty (30) days of his or her appointment, the Fair Market Value of the Premises will be determined by reference to the other report or reports completed within such period.

“Appraiser” shall mean an appraiser licensed or otherwise qualified to do business in Tennessee and who has substantial experience in performing appraisals of facilities similar to the Premises.

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