Exhibit 10.2

EXECUTION VERSION

ACCURIDE CORPORATION

RESTRUCTURING SUPPORT AGREEMENT

This RESTRUCTURING SUPPORT AGREEMENT is made and entered into as of October 7, 2009 (the “Agreement”) by and among Accuride Corporation, a Delaware corporation (“Accuride”) and each of the undersigned holders of Notes (as defined below) (each, a “Noteholder” and collectively, the “Noteholders”).  Accuride, the Noteholders and any subsequent person that becomes a party hereto in accordance with the terms hereof are referred to herein as the “Parties.”

W I T N E S S E T H:

WHEREAS, Accuride has issued and outstanding $275,000,000 aggregate principal amount of 8-1/2% Senior Subordinated Notes due 2015 (the “Notes”) pursuant to that certain indenture, dated as of January 31, 2005 (the “Indenture”), between Accuride, the guarantors named therein, and The Bank of New York Trust Company, N.A., as trustee;

WHEREAS, the Noteholders are beneficial owners of  the Notes (and/or the investment advisors or managers for the beneficial owners of such Notes, having the power to vote and dispose of such Notes on behalf of such beneficial owners) in the respective aggregate principal amounts separately disclosed to Accuride on a confidential basis (provided that the aggregate amount of the holdings of all the Noteholders shall not be deemed confidential);

WHEREAS, the Non-Binding Term Sheet for Proposed Restructuring (the “Master Term Sheet”), the Term Sheet for New Capital in Connection with the Proposed Restructuring (the “New Capital Term Sheet”) and the Summary of Terms and Conditions for the Restructured Prepetition Senior Secured Credit Facilities (the “Bank Term Sheet”, and together with the Master Term Sheet and the New Capital Term Sheet, the “Term Sheets”) attached as Exhibit A hereto, the DIP Order (as defined below), the post-petition debtor-in-possession financing (“DIP Financing”) agreement (as amended, restated, supplemented or otherwise modified in accordance with the terms thereof, the “DIP Agreement”, and together with the Term Sheets and the DIP Order, the “Restructuring Support Documents”) attached to the Interim DIP Order (as defined below) in Exhibit B hereto and the provisions hereof set forth the basic terms of a financial and corporate restructuring of Accuride and each of the guarantors under the Notes (Accuride and such subsidiary guarantors, collectively, the “Debtors”) to be realized through a pre-arranged or pre-packaged chapter 11 plan of reorganization (the “Restructuring”);

WHEREAS, certain Noteholders (the “New Notes Investors”) have agreed to provide new capital to Accuride in exchange for senior convertible notes (the “New Notes”) issued by reorganized or restructured Accuride in accordance with the terms and conditions set forth in the New Capital Term Sheet contained in Exhibit A hereto and a Commitment Agreement dated October 7, 2009 (the “Commitment Agreement”) by and among Accuride and the New Notes Investors;

WHEREAS, Accuride expects to enter into a restructuring support agreement on the date hereof (the “Lender Restructuring Support Agreement”) with certain lenders under its Fourth Amended and Restated Credit Agreement dated as of January 31, 2005 (together with the First Amendment dated as of November 28, 2007, the Second Amendment dated as of January 28. 2009 and the Third Amendment dated as of August 14, 2009 and as amended from time to time, the “Credit Agreement”);

WHEREAS, in accordance with and subject to the terms set forth below, the Parties have agreed to the terms of the Restructuring;

WHEREAS, Accuride intends to (i) cause the Debtors to commence voluntary chapter 11 cases (collectively, the “Chapter 11 Case”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the district of Delaware (the “Bankruptcy Court”), (ii) file and use commercially reasonable efforts to obtain confirmation by the Bankruptcy Court of a chapter 11 plan of reorganization in the Chapter 11 Case that implements the terms of the Restructuring (such plan of reorganization, the “Chapter 11 Plan”), and (iii) file and use commercially reasonable efforts to obtain approval by the Bankruptcy Court of a disclosure statement and related materials for the Chapter 11 Plan (the “Disclosure Statement”);

WHEREAS, the Noteholders have agreed to support (i) the commencement of the Chapter 11 Case by the Debtors, (ii) confirmation by the Bankruptcy Court of the Chapter 11 Plan, and (iii) approval by the Bankruptcy Court of the Disclosure Statement, in each case on the terms and conditions set forth herein;

WHEREAS, consents and certain other actions hereunder may, in accordance with the terms of this Agreement, be effectuated on behalf of the Noteholders by at least 66- 2/3% of the aggregate principal face amount of Notes held by the Noteholders (whether now or hereafter signatories hereto) (the “Required Noteholders”);

NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:

Section 1.                                            General.  Each of the Parties agrees and covenants that, subject to the terms and conditions set forth in the Restructuring Support Documents and in this Agreement:

(a)                                  it will negotiate in good faith (i) the documentation regarding the Restructuring or otherwise contemplated by the Restructuring Support Documents, (ii) the Chapter 11 Plan, and (iii) the other documents contemplated hereby and thereby;

(b)                                 subject to Section 11 hereof, it will not (i) object to, delay, impede, commence any proceeding, or take any other action to interfere, directly or indirectly, in any material respect with the acceptance or implementation of the Chapter 11 Plan, (ii) encourage or support any person or entity to do any of the foregoing, (iii) in the case of the Noteholders, exercise any rights under any indenture or other agreement with Accuride or instruct any trustee to exercise any such rights except as consistent with this Agreement, or (iv) seek or solicit, propose, file, support, encourage, vote for, consent to or instruct any person or entity concerning

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any restructuring, workout, plan of reorganization, dissolution, winding up, or liquidation of the Debtors, other than the Chapter 11 Plan; and

(c)                                  it will use commercially reasonable efforts to take or cause to be taken all actions commercially reasonably necessary to confirm and consummate the Chapter 11 Plan on the terms and subject to the conditions set forth in the Restructuring Support Documents. For the avoidance of doubt, with respect to each Noteholder that is a New Notes Investor, the issuance of the New Notes and the related commitment of such New Note Investor thereto shall be governed by the terms of the Commitment Agreement.

Section 2.                                            Condition to Effectiveness.

The effectiveness of this Agreement shall be subject to the satisfaction of the following conditions prior to the commencement of the Chapter 11 Case:

(a)                                  the receipt by counsel to the Noteholders of Accuride’s executed counterpart signature pages to this Agreement;

(b)                                 the receipt by Accuride or its counsel of counterparts hereof duly executed and delivered by Noteholders who are members of the Ad Hoc Committee of Noteholders, which Noteholders beneficially own, or act as the investment advisor or manager with respect to, at least two-thirds of the aggregate principal amount of the Notes then outstanding;

(c)                                  the receipt by the Noteholders or their counsel of evidence satisfactory to the Noteholders that Accuride has entered into the Lender Restructuring Support Agreement with lenders representing more than 50% of the aggregate principal amount of the First Out Loan Obligations (as defined in the Credit Agreement) outstanding under the Credit Agreement;

(d)                                 the receipt by the Noteholders or their counsel of evidence satisfactory to the Noteholders that Accuride has entered into the Commitment Agreement with the New Notes Investors; and

(e)                                  the Lender Restructuring Support Agreement shall be on terms and conditions reasonably satisfactory to the Noteholders and shall be valid, enforceable and binding in accordance with its terms;

provided, however, that Accuride and the Noteholders shall, following the effectiveness of this Agreement, continue to use their commercially reasonable efforts to secure counterparts from additional holders of the Notes; provided further that, under no circumstance shall Accuride or the Noteholders accept or otherwise secure counterparts from additional holders of the Notes after the Chapter 11 Commencement Date (as defined below); and provided further that any counterpart purported to be executed by any additional holder of the Notes after the Chapter 11 Commencement Date shall be deemed null and void for all purposes.

Section 3.                                            Support for the Chapter 11 Plan.

(a)                                  Accuride agrees and covenants that (i) in connection with the commencement of the Chapter 11 Case, it shall (A) use commercially reasonable efforts to file

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and cause the other Debtors to file the Chapter 11 Plan prior to the applicable termination date set forth in Section 6(c), (B) use commercially reasonable efforts to cause the Debtors to seek approval of the Disclosure Statement by the Bankruptcy Court, (C) upon Bankruptcy Court approval of the Disclosure Statement, use commercially reasonable efforts to solicit acceptance of the Chapter 11 Plan, and (D) take all other commercially reasonably necessary actions to support the Chapter 11 Plan, (ii) it shall use commercially reasonable efforts to obtain an order from the Bankruptcy Court authorizing the monthly and other payment by Accuride of the fees and expenses of Rothschild, Inc., as financial advisors to the Noteholders and of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP and local Wilmington, Delaware counsel, as legal advisors to the Noteholders; and (iii) the terms of any financial restructuring or recapitalization of Accuride and/or any of its subsidiaries, as set forth in any document executed by Accuride in connection with the Restructuring, shall be materially consistent with the terms set forth in the Restructuring Support Documents, in each case (i), (ii), and (iii) so long as this Agreement has not been validly terminated in accordance with Sections 6 or 7 hereof.

(b)                                 Each of the Noteholders (severally and not jointly) agrees and covenants that it shall (i) following receipt of the Disclosure Statement and other solicitation materials approved by the Bankruptcy Court, exercise all votes to which it is entitled with respect to the principal amount of Notes indicated underneath its signature hereto to accept the Chapter 11 Plan in the Chapter 11 Case and, if any, each separately balloted release of the other Parties included in the Chapter 11 Plan (and will not withdraw or change such votes), (ii) not object to any first day motions to be filed by any of the Debtors in connection with the Chapter 11 Case as set forth on Schedule I hereto (collectively, the “First Day Motions”), and (iii) consent to the use of cash collateral by the Debtors in the Chapter 11 Case pursuant to a budget (the “DIP Budget”) and otherwise in accordance with the DIP Order (as defined below) on terms and conditions reasonably acceptable to the Required Noteholders, in each case (i), (ii) and (iii) so long as this Agreement has not been validly terminated in accordance with Sections 6 or 7 hereof.  Each of the Noteholders acknowledges that the Disclosure Statement, the Chapter 11 Plan and any other documents contemplated thereby or related thereto (the “Definitive Documents”) may require amendment or supplement in the course of acceptance and implementation of the Chapter 11 Plan, and hereby agrees that any such amendment or supplement that has been approved in writing by the Required Noteholders, shall not affect such Noteholder’s obligations hereunder, which obligations shall continue to apply in the same manner and to the same extent with respect to the Definitive Documents, as the same may have been so amended or supplemented; provided that each Noteholder shall have the right to (x) object to or oppose any proposed Definitive Document, or amendments, modifications or supplements to any Definitive Document, that are inconsistent with the terms and conditions of the Restructuring Support Documents, this Agreement or the Restructuring, or with any other Definitive Document to which it is a party or beneficiary or to any agreement regarding financing of debt or equity to be provided to the Debtors or their affiliates which is inconsistent with the Restructuring Support Documents or this Agreement or (y) take any action from time to time to enforce its rights hereunder or thereunder.

Section 4.                                            Representations and Warranties.

(a)                                  Accuride represents and warrants to each of the other Parties that the following statements are true and correct as of the date hereof:

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(1)                                  Power and Authority.  It has all requisite power and authority to enter into this Agreement and to carry out the transactions contemplated by, and perform its respective obligations under, this Agreement.

(2)                                  Authorization.  The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary action on its part.

(3)                                  No Conflicts.  The execution, delivery, and performance by it of this Agreement do not and shall not (i) violate any provision of its certificate of incorporation or by-laws (or other organizational documents) or any law, rule, or regulation applicable to it or (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation to which it is a party or under its certificate of incorporation or by-laws (or other organizational documents), except, with respect to any Debtor, for any contractual obligation that would not have a material adverse effect on the business, assets, financial condition, or results of operations of the Debtors, taken as a whole.

(4)                                  Governmental Consents.  The execution, delivery, and performance by it of this Agreement do not and shall not require any registration or filing with, consent or approval of, or notice to, or other action to, with, or by, any Federal, state, or other governmental authority or regulatory body, except (i) such filings as may be necessary and/or required for disclosure by the Securities and Exchange Commission, (ii) the filing of a premerger notification and report form under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, including the rules and regulations promulgated thereunder, (iii) any filings in connection with the Chapter 11 Case, including the approval of the Disclosure Statement and confirmation of the Chapter 11 Plan, (iv) filings of amended certificates of incorporation or formation or other organizational documents with applicable state authorities, and (v) other registrations, filings, consents, approvals, notices, or other actions that are reasonably necessary to maintain permits, licenses, qualifications, and governmental approvals to carry on the businesses of Accuride.

(5)                                  Binding Obligation.  This Agreement is the legally valid, and binding obligation of it, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

(6)                                  Proceedings.   No litigation or proceeding before any court, arbitrator, or administrative or governmental body is pending against it that would adversely affect its ability to enter into this Agreement or perform its obligations hereunder.

(7)                                  Accuracy of Information. All information, other than financial projections (the “Projections”), that has been made available to the Noteholders by Accuride or any of its representatives, was as of the date furnished, and to Accuride’s knowledge, is as of the date of this Agreement, when taken together as a whole, complete and correct in all material respects and did not as of the date furnished, and to Accuride’s knowledge, does not as of the date of this Agreement, contain any untrue statement of a material fact or omit to state a material

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fact necessary in order to make the statements therein not misleading in light of the circumstances under which such statements were made. All information, other than Projections, that is made available in the future to the Noteholders by Accuride or any of its representatives will be, as of the date such information is furnished to the Noteholders, when taken together as a whole, complete and correct in all material respects and will not, as of such date, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in light of the circumstances under which such statements are made.  The Projections that have been or will be prepared and made available to the Noteholders by Accuride or any of its representatives, including but not limited to those contained in the presentation titled “Private Lender Supplement,” dated July 2009 (the “July Projections”), have been or will be prepared in good faith based upon reasonable assumptions at the time made, and Accuride did not have any knowledge when it prepared and delivered such Projections and does not have any knowledge as of the date hereof of any fact or information that would lead it to believe that such assumptions are incorrect or misleading in any material respect (and will not deliver any Projections in the future with such knowledge). As of the date of this Agreement, the July Projections are the most up-to-date projections being used as a base case by the management of Accuride.

(b)                                 Each of the Noteholders represents and warrants, severally and not jointly, to each of the other Parties that the following statements are true, correct, and complete as of the date hereof:

(1)                                  Power and Authority.  It has all requisite power and authority to enter into this Agreement and to carry out the transactions contemplated by, and perform its respective obligations under, this Agreement.

(2)                                  Authorization.  The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary action on its part.

(3)                                  No Conflicts.  The execution, delivery, and performance by it of this Agreement do not and shall not (i) violate any provision of its certificate of incorporation or by-laws (or other organizational documents) or any law, rule, or regulation applicable to it or (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation to which it is a party or under its certificate of incorporation or by-laws (or other organizational documents).

(4)                                  Governmental Consents.  The execution, delivery, and performance by it of this Agreement do not and shall not require any registration or filing with, consent or approval of, or notice to, or other action to, with, or by, any Federal, state, or other governmental authority or regulatory body, except (i) such filings as may be necessary and/or required for disclosure by the Securities and Exchange Commission and (ii) any filings in connection with the Chapter 11 Case, including the approval of the Disclosure Statement and confirmation of the Chapter 11 Plan.

(5)                                  Binding Obligation.  This Agreement is the legally valid, and binding obligation of it, enforceable against it in accordance with its terms, except as

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enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

(6)                                  Proceedings.   No litigation or proceeding before any court, arbitrator, or administrative or governmental body is pending against it that would adversely affect its ability to enter into this Agreement or perform its obligations hereunder.

(7)                                  Ownership.  It is (i) the sole beneficial owner of the aggregate principal amount of the Notes separately disclosed to Accuride on a confidential basis (provided that the aggregate amount of the holdings of all the Noteholders shall not be deemed confidential) , as the case may be, and/or the investment advisor or manager for the beneficial owners of such Notes, having the power to vote and dispose of such Notes on behalf of such beneficial owners, and (ii) entitled (for its own account or for the account of other persons claiming through it) to all of the rights and economic benefits of such Notes.

(8)                                  Transfers.  It has made no prior assignment, sale, participation, grant, conveyance, or other transfer of, and has not entered into any other agreement to assign, sell, participate, grant, or otherwise transfer, in whole or in part, any portion of its right, title, or interests in the Notes beneficially owned by it or managed by it as investment advisor or manager.

(9)                                  Laws.  It (i) is a sophisticated investor with respect to the transactions described herein with sufficient knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of owning and investing in securities similar to the Notes (including any securities that may be issued in connection with the Restructuring), making an informed decision with respect thereto, and evaluating properly the terms and conditions of this Agreement, and it has made its own analysis and decision to enter in this Agreement, and (ii) is an “accredited investor” within the meaning of Rule 501 of the Securities Act of 1933, as amended (the “Securities Act”) or a “qualified institutional buyer” within the meaning of Rule 144A of the Securities Act.

Section 5.                                            Covenants.  Each Noteholder individually covenants that, during the period commencing on the date hereof and ending upon the effective date of the Chapter 11 Plan (the “Effective Date”) or the earlier termination of this Agreement pursuant to the terms hereof, such Noteholder shall not, directly or indirectly, sell, pledge, hypothecate, or otherwise transfer any Notes or any option, right to acquire, or voting, participation, or other interest therein, except to a purchaser or other entity who executes and delivers to Accuride prior to the time of settlement of such trade or transfer an agreement in writing to be bound by all the terms of this Agreement with respect to the relevant Notes or other interests being transferred to such purchaser (which agreement shall include the representations and warranties set forth in Section 4(b) hereof). Any such transfer in violation hereof shall be null and void to the fullest extent permitted by law. No selling Noteholder shall have any liability under this Agreement arising from or related to the failure of its transferee to comply with the terms of this Agreement. This Agreement shall in no way be construed to preclude a Noteholder from acquiring additional Notes or other interests in any Debtor; provided, however, that any such additional Notes and

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other interests in such Debtor shall automatically be deemed to be subject to all the terms of this Agreement.

Section 6.                                            Termination by the Noteholders.  This Agreement may be terminated by any Noteholder or group of Noteholders that beneficially owns or acts as the investment advisor or manager with respect to more than 50% of the aggregate principal face amount of the Notes that are subject to the terms of this Agreement on the occurrence of any of the following events (each a “Noteholder Termination Event”), by delivering written notice of the occurrence of such event in accordance with Section 16 below to the other Parties:

(a)                                  the Debtors shall not have provided the Noteholders prior to the Chapter 11 Commencement Date (as defined below) with evidence of Debtors’ corporate authority to file voluntary petition under the Bankruptcy Code and copy(ies) of duly approved (and not rescinded or modified) resolutions of the Debtors’ board(s) of director approving this Restructuring Support Agreement and the Restructuring Support Documents and authorizing and directing the Debtors to comply with and carry out the terms thereof;

(b)                                 the Debtors shall not have provided the Noteholders with all of the First Day Motions by the date that is five (5) days after the date of this Agreement;

(c)                                  the Debtors shall not have filed petitions commencing the Chapter 11 Case by the date that is fourteen (14) days after the date of this Agreement (the date of the filing of petitions, the “Chapter 11 Commencement Date”);

(d)                                 the Debtors shall not have provided the Noteholders with drafts of the Disclosure Statement and the Chapter 11 Plan by the date that is thirty (30) days after the Chapter 11 Commencement Date;

(e)                                  if (A) Accuride shall not have obtained an interim order (the “Interim DIP Order”) substantially and in all material respects in the form attached as Exhibit B hereto approving the DIP Financing on the terms and conditions set forth in the DIP Agreement within five (5) days after the Chapter 11 Commencement Date; (B) Accuride has not obtained a final order approving the DIP Financing (such final order, together with the Interim DIP Order, the “DIP Order”) on the terms and conditions set forth in the DIP Agreement within forty-five (45) days after the Chapter 11 Commencement Date; or (C) there shall have occurred a “Termination Date” under the DIP Order or the DIP Agreement and the enforcement by the DIP lenders of any of their rights and remedies thereunder;

(f)                                    the Debtors shall not have filed the Disclosure Statement and the Chapter 11 Plan by the date that is fifty-five (55) days after the Chapter 11 Commencement Date;

(g)                                 the entry of a order by the Bankruptcy Court approving the Disclosure Statement together with the solicitation, balloting and voting procedures and other related relief, in form and substance acceptable to the Noteholders, shall not have occurred by the date that is ninety (90) days after the Chapter 11 Commencement Date;

(h)                                 the Debtors shall not have provided evidence satisfactory to the Required Noteholders that lenders representing at least 67% of the aggregate principal amount of the First

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Out Loan Obligations outstanding under the Credit Agreement have executed the Lender Restructuring Support Agreement within seven (7) Business Days after the entry of a order by the Bankruptcy Court approving the Disclosure Statement;

(i)                                     the entry of a final order or orders by the Bankruptcy Court reasonably satisfactory to the Required Noteholders confirming the Chapter 11 Plan pursuant to section 1129 of the Bankruptcy Code shall not have occurred by the date that is one hundred seventy five (175) days after the Chapter 11 Commencement Date;

(j)                                     the effective date of the Chapter 11 Plan shall not have occurred by the date that is one hundred ninety (190) days after the Chapter 11 Commencement Date;

(k)                                  the Chapter 11 Plan does not conform in all economic and other material respects to the Term Sheets with respect to the treatment of the Notes;

(l)                                     the Chapter 11 Plan does not conform in all economic and other material respects to the Term Sheets with respect to the treatment of the New Notes;

(m)                               any Debtor shall have withdrawn the Chapter 11 Plan without the consent of the Required Noteholders;

(n)                                 the terms of the Chapter 11 Plan and the exhibits and any supplements thereto not otherwise set forth in the Restructuring Support Documents, including any amendment or modification of any of the foregoing, shall not be in form or substance reasonably acceptable to the Required Noteholders;

(o)                                 an order dismissing or converting the Chapter 11 Case of any of the Debtors to a case under chapter 7 of the Bankruptcy Code is entered by the Bankruptcy Court;

(p)                                 the Debtors’ exclusive right to file a chapter 11 plan pursuant to section 1121 of the Bankruptcy Code shall have terminated;

(q)                                 any court of competent jurisdiction or other competent governmental or regulatory authority issues a ruling, determination, or order making illegal or otherwise restricting, preventing or prohibiting the consummation of the Restructuring substantially on the terms set forth in the Term Sheets and in this Agreement, including an order of the Bankruptcy Court denying confirmation of the Chapter 11 Plan, which ruling, determination or order (i) has been in effect for 30 days and (ii) is not stayed;

(r)                                    Accuride shall have (i) materially breached its obligations under this Agreement and such breach is not cured (to the extent curable) within five (5) Business Days after first being aware of such breach or the giving of written notice by any Noteholder to Accuride of such breach (whichever is earlier) or (ii) filed or publicly announced its intention to file a chapter 11 plan that contains terms and conditions that (A) do not provide the Noteholders with the economic recovery set forth on the Term Sheets and (B) are not otherwise consistent with the Restructuring;

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(s)                                  the entry of an order by the Bankruptcy Court appointing an examiner with enlarged powers relating to the operation of the material part of the business of the Debtors, taken as a whole (powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code) under section 1106(b) of the Bankruptcy Code, or the entry of an order by the Bankruptcy Court appointing a trustee under section 1104 of the Bankruptcy Code;

(t)                                    any of the Debtors shall file a motion or the Bankruptcy Court shall enter an order approving a payment to any party (whether in cash or other property or whether as adequate protection, settlement of a dispute, or otherwise) that would be inconsistent with the treatment of such party under the Term Sheets;

(u)                                 the entry of an order dismissing one or more of the Debtors’ Chapter 11 cases;

(v)                                 there shall have occurred (A) a material adverse change, based on events occurring subsequent to the date of this Agreement, in the Debtors’ business, assets, operations, liabilities or financial condition or (B) since the date of this Agreement, any loss of a significant portion of the business of any of Daimler Truck North America, LLC, PACCAR, Inc., International Truck and Engine Corporation  or Volvo Truck Corporation;

(w)                               if Accuride makes a public announcement that it intends to support or supports, or enters into an agreement to support, or files any pleading or document with the Bankruptcy Court indicating its intention to support, or support, any Competing Transaction; or Accuride enters into a Competing Transaction;

(x)                                   the Lender Restructuring Support Agreement shall have been terminated by any of the parties thereto for whatever reason;

(y)                                 the Commitment Agreement shall have been terminated by any of the parties thereto for whatever reason;

(z)                                   any documentation relating to the transactions contemplated hereby, including but not limited to pleadings and court orders, shall not be in form and substance reasonably satisfactory to the Required Noteholders;

(aa)                            any order required to be entered by the Bankruptcy Court under this Section 6 on a final basis shall not become a final order within a reasonable period of time;

(bb)                          the Debtors shall have made a material change to the DIP Budget without the prior written consent of the Required Noteholders; or

(cc)                            the Chapter 11 Plan does not receive the requisite number of votes accepting such Plan in number and amount in the class of claims in which the Noteholders’ claims are placed.

As used herein, “Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in New York City.

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Section 7.               Termination by Accuride.

Upon the occurrence of either of the following events, Accuride may terminate this Agreement (a “Company Termination Event”, and together with a Noteholder Termination Event, a “Termination Event”) by giving written notice thereof to the other Parties:

(a)           there shall have been a material breach of this Agreement by one or more Noteholders representing at least 34% of the principal amount of Old Notes outstanding; or

(b)           in order to enter into a Superior Transaction (as defined below) or an agreement to support a Superior Transaction.

Section 8.               Effect of Termination and of Waiver of Termination Event.  On the delivery of the written notice referred to in Sections 6 or 7 in connection with the valid termination of this Agreement, the obligations of each of the Parties hereunder shall thereupon terminate and be of no further force and effect.  Prior to the delivery of such notice the Required Noteholders may waive the occurrence of a Noteholder Termination Event and Accuride may waive the occurrence of a Company Termination Event.  No such waiver shall affect any subsequent Termination Event or impair any right consequent thereon.  Upon termination of this Agreement, no Party (or any other party) shall have any continuing liability or obligation to the other Parties hereunder; provided, however, that no such termination shall relieve any Party from liability for its breach or non-performance of its obligations hereunder prior to the date of such termination.

Section 9.               Impact of Appointment of Creditors’ Committee.  Notwithstanding anything herein to the contrary, if any Noteholder is appointed to and serves on any official committee appointed in the Chapter 11 Case, the terms of this Agreement shall not be construed so as to limit such Noteholder’s exercise of its fiduciary duties as a member of such committee to any person arising from its service on such committee, and any such exercise of such fiduciary duty shall not be deemed to constitute a breach of the terms of this Agreement; provided, however, that serving as a member of such committee shall not relieve the Noteholder of any obligations to vote in favor of the Chapter 11 Plan; provided, further, that nothing in this Agreement shall be construed as requiring any Noteholder to serve on any official committee in the Chapter 11 Case. In addition, Accuride agrees not to object to such Noteholder(s)’ appointment to the committee solely on the basis that such Noteholder(s) engaged in negotiations related to the Restructuring Support Documents or this Agreement or executed this Agreement.

Section 10.             Noteholder Consent to Debtor in Possession Financing.  The Noteholders hereby consent to the Debtors obtaining DIP Financing on terms and conditions substantially consistent with, or more favorable than, the DIP Order or the DIP Agreement or on such other terms and conditions reasonably satisfactory to the Required Noteholders; provided that the requisite consent shall have been obtained with respect to such DIP Financing from the lenders under the Credit Agreement in accordance with the terms of the Credit Agreement.  To the extent that the Required Noteholders do not consent to the DIP Financing, the Debtors may seek a determination by the Bankruptcy Court in the Chapter 11 Case with respect to the issue of reasonableness. For the avoidance of doubt, nothing in this Agreement may be construed as a commitment by any Noteholder to provide the DIP Financing.

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Section 11.             Competing Transactions.  From the date of this Agreement to the Effective Date or earlier termination of this Agreement, Accuride shall not make a public announcement that it intends to support or supports, enter into an agreement to support, or file any pleading or document with the Bankruptcy Court evidencing its intention to support, or otherwise knowingly support, any transaction inconsistent with this Agreement or the Chapter 11 Plan, shall not file any plan that is not the Chapter 11 Plan and shall not agree to, consent to, knowingly provide any support to, solicit, participate in the formulation of, or vote for any transaction or plan of reorganization other than the Chapter 11 Plan (a “Competing Transaction”).  Notwithstanding anything to the contrary herein, or in the Chapter 11 Plan or any other agreement among Accuride and the Noteholders, at any time prior to the date on which the Chapter 11 Plan is confirmed by the Bankruptcy Court, if Accuride has received a bona fide written proposal for a Competing Transaction that the special committee of the board of directors of Accuride or, if the special committee is no longer in existence, the board of directors of Accuride determines in good faith is or could reasonably be expected to lead to a Superior Transaction and that the failure of the Board to pursue such Competing Transaction could reasonably be expected to result in a breach of the Board of Directors’ fiduciary duties under applicable law, then Accuride may (a) furnish non-public information to, and engage in discussions and negotiations with, the person making such proposal and its representatives with respect to the Competing Transaction, and (b) terminate this Agreement pursuant to Section 7(b) in order to enter into a Superior Transaction or an agreement to support a Superior Transaction.  For purposes of this Agreement, a “Superior Transaction” shall be a Competing Transaction that the special committee of the board of directors of Accuride or, if the special committee is no longer in existence, the board of directors of Accuride determines in good faith (x) would be in the best interests of Accuride and its creditor constituencies and equity holders as a whole, including, but not limited to the Noteholders, and (y) would reasonably be expected to provide a superior recovery (but, with respect to any creditor constituent, not in excess of its claim) to each class of creditor constituencies and equity holders.  At all times prior to, on, or after the date of the commencement of the Chapter 11 Case, Accuride shall be obligated to promptly deliver to the advisors for the Noteholders all written communications delivered to or received by Accuride or its advisors making or materially modifying any proposals with respect to any Competing Transaction, including, without limitation, copies of all expressions of interest, term sheets, letters of interest, offers, proposed agreements or otherwise, and shall periodically update (not less than once every week) the advisors for the Noteholders concerning such matters.

Section 12.             General Releases.  For purposes of this Section 12, “Released Party” means each Noteholder and each of their respective direct or indirect subsidiaries, current and former officers and directors, managers, members, employees, agents, representatives, financial advisors, professionals, accountants and attorneys, and each of their predecessors, successors, and assigns.

(a)           As of the confirmation date of the Chapter 11 Plan, but subject to the occurrence of the Effective Date, for good and valuable consideration, the adequacy of which is hereby confirmed, the Debtors and any person seeking to exercise the rights of the Debtors’ estates, including, without limitation, any successor to the Debtors or any estate representative appointed or selected (including pursuant to sections 701, 702, 703 or 1123(b)(3) of the Bankruptcy Code), shall be deemed (and the Debtors shall cause their non-Debtor affiliates)  to unconditionally, forever release, waive, and discharge each Released Party, from any and all

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Claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action, and liabilities whatsoever in connection with or related in any way to the Debtors, the operation of the Debtors’ business, the incurrence by the Debtors of any indebtedness or the use of proceeds thereof, the Indenture, the Chapter 11 Case, and the Chapter 11 Plan, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, then existing or thereafter arising, in law, equity, or otherwise, that are based in whole or part on any act, omission, transaction, event, or other occurrence taking place on or prior to the Effective Date; provided, however, that (i) nothing in this Section 12 shall be deemed to waive or modify in any manner any written agreement entered into by a Released Party on or after the date of this Agreement, or any claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action, and liabilities arising thereunder, (ii) the foregoing shall not operate as a waiver or release from any causes of action based on gross negligence, intentional fraud, or criminal misconduct, in each case as determined by a final order entered by a court of competent jurisdiction, and (iii) nothing in this Section 12 shall be deemed to waive or release the rights of the Debtors to enforce this Agreement or its rights under the Chapter 11 Plan and the contracts, instruments, indentures, and other agreements or documents delivered or assumed thereunder or in connection therewith.

(b)           Without limiting the generality of the foregoing, or the effect of the DIP Order, as of the Effective Date, the Debtors shall be deemed to have waived the right to prosecute, and to have settled and released for fair value, any avoidance or recovery actions under sections 545, 547, 548, 549, 550, 551, and 553 of the Bankruptcy Code or other applicable law that belong to the Debtors and/or which the Debtors could have prosecuted as debtors or debtors in possession against the Released Parties relating to distributions made on account of principal, interest, fees or other obligations under and relating to the claims arising under or in connection with the Indenture, or fees or expense reimbursements whether brought under the Bankruptcy Code or other applicable law.

(c)           In the event that any Party or any of its successors or assigns (i) consolidates with or merges into any other person or entity and is not the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any person or entity, then, and in each such case, proper provision shall be made so that the successors and assigns of such Party shall assume all of the obligations thereof set forth in this Section 12.

(d)           The obligations of the Debtors under this Section 12 shall not be terminated or modified in such a manner as to adversely affect any Released Party to whom this Section 12 applies without the consent of the affected Released Party (it being expressly agreed that the Released Parties to whom this Section 12 applies shall be third party beneficiaries of this Section 12).

(e)           For the avoidance of doubt, the Chapter 11 Plan shall include and incorporate the foregoing release and the Debtors shall use their commercially reasonable best efforts to obtain Bankruptcy Court approval thereof; provided, however, that the failure of the Bankruptcy Court to approve the foregoing release shall not affect the other provisions of this Agreement or the Noteholders’ obligations thereunder.

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Section 13.             Amendments.  This Agreement may not be modified, amended, or supplemented except in writing signed by Accuride and the Required Noteholders, except that:

(a)           any change to (i) the economic terms of the Chapter 11 Plan, the Master Term Sheet,  the New Capital Term Sheet or the Backstop Fee (as defined in the Commitment Agreement) that would adversely affect the Noteholders, or (ii) this Section 13 of the Agreement, shall also require the consent of each Noteholder, and if such consent is not obtained, such non-consenting Noteholder shall have no further obligations whatsoever under this Agreement;

(b)           any change to (i) the economic terms of the Chapter 11 Plan that would adversely affect the New Notes Investors, or (ii) this Section 13 of the Agreement, shall also require the consent of each New Notes Investor, and if such consent is not obtained, such non-consenting New Notes Investor shall have no further obligations whatsoever under this Agreement;

(c)           any change that affects a Noteholder or New Notes Investor in a manner different from the other Noteholders or New Notes Investors, as the case may be, shall also require the consent of each such Noteholder or New Notes Investor, and if such consent is not obtained, such non-consenting Noteholder or New Notes Investor, as the case may be, shall have no further obligations whatsoever under this Agreement.

Section 14.             Governing Law; Jurisdiction.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflict of laws of the State of New York.  By its execution and delivery of this Agreement, each of the Parties hereto hereby irrevocably and unconditionally agrees for itself that any legal action, suit, or proceeding against it with respect to any matter under or arising out of or in connection with this Agreement or for recognition or enforcement of any judgment rendered in any such action, suit, or proceeding, shall be brought in a federal court of competent jurisdiction in the Southern District of New York.  By execution and delivery of this Agreement, each of the Parties hereto hereby irrevocably accepts and submits to the nonexclusive jurisdiction of such court, generally and unconditionally, with respect to any such action, suit, or proceeding.  Notwithstanding the foregoing consent to jurisdiction, upon the commencement of the Chapter 11 Case, each of the Parties hereto hereby agrees that the Bankruptcy Court shall have exclusive jurisdiction over all matters arising out of or in connection with this Agreement.

Section 15.             WAIVER OF RIGHT TO TRIAL BY JURY.  EACH OF THE PARTIES WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, BETWEEN ANY OF THEM ARISING OUT OF, CONNECTED WITH, RELATING TO OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN ANY OF THEM IN CONNECTION WITH THIS AGREEMENT.  INSTEAD, ANY DISPUTES RESOLVED IN COURT SHALL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

Section 16.             Notices.  All demands, notices, requests, consents, and communications hereunder shall be in writing and shall be deemed to have been duly given if delivered personally or by courier service, messenger, facsimile, telecopy, or if duly deposited in the mails, by

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certified or registered mail, postage prepaid-return receipt requested, and shall be deemed to have been duly given or made (i) upon delivery, if delivered personally or by courier service, or messenger, in each case with record of receipt, (ii) upon transmission with confirmed delivery, if sent by facsimile or telecopy, or (iii) two Business Days after being sent by certified or registered mail, postage pre-paid, return receipt requested, to the following addresses, or such other addresses as may be furnished hereafter by notice in writing, to the following Parties:

Section 17.             Reservation of Rights.

(a)           Except as expressly provided in this Agreement, nothing herein is intended to, does or shall be deemed in any manner to waiver, limit, impair or restrict the ability of each of the Noteholders to protect and preserve its rights, remedies and interests, including,

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but not limited to, all of its rights and remedies under the Indenture and to the extent applicable, any DIP Financing facility with the Debtors and any orders of the Bankruptcy Court relating thereto, including any such rights and remedies relating to defaults or other events that may have occurred prior to the execution of this Agreement, any and all of its claims and causes of action against any of the Debtors or any third parties, or its full participation in the Chapter 11 Case.

(b)           Without limiting Section 17(a) of this Agreement in any way, if the transactions contemplated by this Agreement are not consummated as provided herein or if this Agreement is otherwise terminated for any reason, the Parties each fully reserve any and all of their respective rights, remedies and interests under the Indenture, any Definitive Document, applicable law and in equity.

Section 18.             Entire Agreement.  This Agreement constitutes the full and entire understanding and agreement among the Parties with regard to the subject matter hereof, and supersedes all prior agreements with respect to the subject matter hereof; provided, however, that any confidentiality agreement executed by any Noteholder shall survive this Agreement and shall continue to be in full force and effect, in accordance with the terms thereof, irrespective of the terms hereof; provided, further, that the Parties shall enter into various definitive documents upon the effective date of the Chapter 11 Plan to give effect to the transactions contemplated in this Agreement.

Section 19.             Headings.  The headings of the paragraphs and subparagraphs of this Agreement are inserted for convenience only and shall not affect the interpretation hereof.

Section 20.             Successors and Assigns.  This Agreement is intended to bind and inure to the benefit of the Parties and their respective permitted successors and assigns, provided, however, that nothing contained in this paragraph shall be deemed to permit sales, assignments, or transfers other than in accordance with Section 5.

Section 21.             Specific Performance.  Each Party hereto recognizes and acknowledges that a breach by it of any covenants or agreements contained in this Agreement will cause other parties to sustain damages for which such parties would not have an adequate remedy at law for money damages, and therefore each Party hereto agrees that in the event of any such breach, such other parties shall be entitled to the remedy of specific performance of such covenants and agreements and injunctive and other equitable relief in addition to any other remedy to which such parties may be entitled, at law or in equity.

Section 22.             Several, Not Joint, Obligations.  The agreements, representations, and obligations of the Parties under this Agreement are, in all respects, several and not joint.

Section 23.             Remedies Cumulative.  All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise of any right, power, or remedy thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power, or remedy by such party.

Section 24.             No Waiver.  The failure of any Party hereto to exercise any right, power, or remedy provided under this Agreement or otherwise available in respect hereof at law or in

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equity, or to insist upon compliance by any other Party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such Party of its right to exercise any such or other right, power, or remedy or to demand such compliance.

Section 25.             Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement.  Delivery of an executed signature page of this Agreement by telecopier or email shall be as effective as delivery of a manually executed signature page of this Agreement.

Section 26.             Severability.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

Section 27.             No Third-Party Beneficiaries.  Unless expressly stated herein, this Agreement shall be solely for the benefit of the Parties and their respective successors and assigns, and no other person or entity shall be a third party beneficiary hereof.

Section 28.             Additional Parties.  Without in any way limiting the provisions hereof, additional holders of Notes may elect to become Parties by executing and delivering to Accuride a counterpart hereof.  Such additional holder shall become a Party to this Agreement as a Noteholder in accordance with the terms of this Agreement.

Section 29.             No Solicitation.  This Agreement is not intended to be, and each signatory to this Agreement acknowledges that this Agreement is not (a) an offer for the purchase, sale, exchange, hypothecation, or other transfer of securities for purposes of the Securities Act and the Securities Exchange Act of 1934, or (b) a solicitation of votes on a chapter 11 plan of reorganization for purposes of the Bankruptcy Code. Acceptance of the Restructuring will not be solicited from any holder of Notes until it has received the disclosures required under or otherwise in compliance with applicable law.

Section 30.             Settlement Discussions.  This Agreement and the Restructuring are part of a proposed settlement of a dispute among the Parties.  Nothing herein shall be deemed an admission of any kind.  Pursuant to Federal Rule of Evidence 408 and any applicable state rules of evidence, this Agreement and all negotiations relating thereto shall not be admissible into evidence in any proceeding other than a proceeding to enforce the terms of this Agreement.

Section 31.             Consideration.  It is hereby acknowledged by the Parties hereto that, other than the agreements, covenants, representations, and warranties set forth herein and in the Term Sheets, no consideration shall be due or paid to the Noteholders for their agreement to vote to accept the Chapter 11 Plan in accordance with the terms and conditions of this Agreement.

Section 32.             Receipt of Adequate Information; Representation by Counsel.  Each Party acknowledges that it has received adequate information to enter into this Agreement and that it has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement.  Accordingly, any rule of law or any legal decision that would provide any party with a defense to the enforcement of the terms of this Agreement against such

17

party shall have no application and is expressly waived.  The provisions of the Agreement shall be interpreted in a reasonable manner to effect the intent of the Parties.

Section 33.             Public Announcements.  Except as required by applicable law or regulation, or the rules of any applicable stock exchange or regulatory body, or in filings to be made with the Bankruptcy Court, neither Accuride nor the Noteholders shall, nor shall they permit any of their respective affiliates to, make any public announcement or otherwise communicate with any news media in respect of this Agreement or the transactions contemplated hereby or by the Definitive Documents without the prior consent of Accuride and counsel to the Noteholders (which consent shall not be unreasonably withheld or delayed); provided, however, that notwithstanding the forgoing, Accuride shall issue a press release no later than 8:00 a.m. prevailing Eastern Time on October 8, 2009, and shall promptly thereafter, file with the SEC a current report on Form 8-K filing the press release, this Agreement, and the Restructuring Support Documents.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of the date first above written.

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EXHIBIT A

TERM SHEETS

A-1

ACCURIDE CORPORATION

NON-BINDING TERM SHEET FOR PROPOSED RESTRUCTURING

Reference is made to those certain 8.5% Senior Subordinated Notes due 2015 (collectively, the “Old Notes”) issued by Accuride Corporation, a Delaware corporation (“Accuride”, and together with all of its direct and indirect subsidiaries, the “Company”).

For discussion purposes only, the following outline of the principal terms and conditions of a restructuring is being submitted for consideration.  The ad hoc committee (the “Committee”) of certain entities(1) that hold or manage the Old Notes contemplates implementing these transactions through a pre-arranged Chapter 11 case to be filed shortly after agreement on this Term Sheet is reached.  This Term Sheet and all related communications shall be deemed to be settlement negotiations and subject to Federal Rule of Evidence 408.

This Term Sheet replaces and supersedes all prior agreements and understandings, both written and oral, between the Committee and the Company and their respective advisors with respect to the subject matter hereof.

(1) The ad hoc committee consists of Blackrock Financial Management, Inc., Brigade Capital Management, LLC, Canyon Capital Advisors LLC, Principal Global Investors LLC, Sankaty Advisors, LLC and Tinicum Incorporated.

A-2

Treatment of Current Stakeholders

A-3

A-4

Implementation

A-5

A-6

Corporate Matters

A-7

ACCURIDE CORPORATION

TERM SHEET FOR NEW CAPITAL

IN CONNECTION WITH PROPOSED RESTRUCTURING

Reference is made to those certain 8.5% Senior Subordinated Notes due 2015 (collectively, the “Old Notes” and the holders thereof, the “Old Noteholders”) issued by Accuride Corporation, a Delaware corporation (“Accuride”, and together with all of its direct and indirect subsidiaries, the “Company”).

For discussion purposes only, the following outline of the principal terms and conditions of the new capital to be raised in connection with a proposed restructuring (the “Restructuring”) is being submitted by the ad hoc committee (the “Committee”) of certain entities(2) that hold or manage the Old Notes for consideration by the Company.  This is the New Capital Term Sheet referred to in the “Implementation — New Capital” section in the term sheet for the Restructuring (the “Master Term Sheet”) being considered by the Company, the Committee and certain other stakeholders and should be read in conjunction with the Master Term Sheet. This New Capital Term Sheet and all related communications shall be deemed to be settlement negotiations and subject to Federal Rule of Evidence 408. All terms used and not defined herein shall have the meanings ascribed to them in the Master Term Sheet.

This New Capital Term Sheet replaces and supersedes all prior agreements and understandings, both written and oral, between the Committee and the Company and their respective advisors with respect to the subject matter hereof.

(2) The ad hoc committee consists of Blackrock Financial Management, Inc., Brigade Capital Management, LLC, Canyon Capital Advisors LLC, Principal Global Investors LLC, Sankaty Advisors, LLC and Tinicum Incorporated.

A-8

Terms of New Capital

A-9

A-10

A-11

A-12

A-13

Summary of Terms and Conditions for the Restructured
Prepetition Senior Secured Credit Facilities (collectively, the “Restructured Facilities”)

Capitalized terms used herein without definition shall have the meaning given to them in the Fourth Amended and Restated Credit Agreement, dated as of January 31, 2005 (as amended, restated, supplemented and/or otherwise modified through the date hereof, the “Existing Credit Agreement”), among Accuride Corporation, a Delaware Corporation, Accuride Canada Inc., a corporation organized under the laws of the Province of Ontario, Canada, Deutsche Bank Trust Company Americas as the administrative agent, and the other Lenders party thereto from time to time.

This term sheet is proffered in furtherance of settlement discussions, and is entitled to the protections of Federal Rule of Evidence 408 and any other applicable statutes or doctrines protecting the use or disclosure of confidential information and information exchanged in the context of settlement discussions.  This Term Sheet is for discussion purposes only and shall not be construed as a commitment of any kind to restructure the existing Prepetition Senior Secured Credit Facilities.  Any such restructuring shall, in any event, be subject to final documentation in form and substance satisfactory to the existing Lenders, which such documentation may contain terms that vary from those set forth below, and shall be conditioned upon a Chapter 11 plan of reorganization for the Debtors in form and substance satisfactory to the existing Lenders.

The proposed terms and conditions for the Restructured Facilities assume the following in connection with the restructuring of Accuride’s capital structure:

·                  $140.0 million of New Capital will be provided on a committed basis by the Backstop Providers (as provided for in the New Capital Term Sheet), to repay the post-petition financing facility in full, to provide liquidity to finance working capital and general corporate purposes and to repay in cash at par in full the principal balance of the Sun Last Out Term Advances (other than accrued paid-in-kind interest thereon, which will be added to and form part of the Restructured Prepetition Senior Secured Credit Facility).

·                  New Capital will be provided on the effective date of the Chapter 11 plan of reorganization of the Borrower and its domestic U.S. Subsidiaries, incorporating the provisions of (i) this term sheet, (ii) the separate Non-Binding Term Sheet for Proposed Restructuring (attached hereto and outlining the proposed terms of the restructuring to be completed pursuant to such plan of reorganization), (iii) the Noteholder New Capital Term Sheet (attached hereto and outlining the proposed terms of the New Capital to be provided by the New Notes Investors and the Backstop Providers as described therein), (iv) the Lender Restructuring Support Agreement among Accuride Corporation and certain Prepetition Lenders and (v) the Noteholder Restructuring Support Agreement among Accuride Corporation and certain Noteholders; each of (ii), (iii), (iv) and (v) in the form agreed by the Steering Committee (the “Plan”).

·                  New Capital will be in the form of unsecured convertible notes, with interest to be paid-in-kind for the first three years and paid in cash thereafter to maturity, and will otherwise comply with the terms included in the New Capital Term Sheet (the “New Notes”).

A-14

·                  $5.0 million (assuming net sale proceeds of at least $20.0 million) of proceeds from the sale of Fabco may be reinvested by the U.S. Borrower.

·                  Existing First Out Obligations (which include the term facility of approximately $224.6 million as of 9/25/09, and the revolving credit facilities of approximately $56.07 million as of 9/25/09 (comprised of the Canadian Revolving Credit Facility and the U.S. Revolving Credit Facility, and excluding issued LC’s of approximately $18.2 million)) will continue to be classified as indebtedness on the terms set out in this Term Sheet, with no reduction to principal or change in currency.

·                  The defaulting lender ▇▇▇▇▇▇ revolving commitment of $24 million shall not be funded and shall be cancelled.

(3)           For a fee to be agreed.

(4)           For a fee to be agreed.

A-15

A-16

(5)           If exit of Chapter 11 occurs either earlier or later than April 2010, covenant holiday period to be adjusted accordingly. 

A-17

The foregoing is intended to summarize certain terms of the Restructured Facilities.  It is not intended to be a definitive list of all of the requirements of the Lenders in connection with the Restructured Facilities.

A-18

EXHIBIT B

INTERIM DIP ORDER AND DIP AGREEMENT

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

INTERIM ORDER PURSUANT TO SECTIONS 361, 362, 363 AND 364
OF THE BANKRUPTCY CODE AND RULE 4001 OF THE FEDERAL
RULES OF BANKRUPTCY PROCEDURE (A) AUTHORIZING THE
DEBTORS TO (I) USE CASH COLLATERAL OF THE PREPETITION SECURED
PARTIES, (II) OBTAIN POST-PETITION FINANCING AND (III) PROVIDE
ADEQUATE PROTECTION TO THE PREPETITION SECURED PARTIES,
AND (B) PROVIDING NOTICE AND SCHEDULING FINAL HEARING

Upon the motion, dated October 8, 2009 (the “Motion”), of Accuride Corporation (“AccuCorp”) and the other above-captioned debtors and debtors-in-possession (collectively, the “Debtors”) in the above-captioned chapter 11 cases (the “Cases”), for the entry of an order (A) authorizing the Debtors to (I) use cash collateral, pursuant to Section 363 of title 11 of the United States Code (as amended, the “Bankruptcy Code”), (II) obtain postpetition financing pursuant to Sections 361, 362 and 364 of the Bankruptcy Code and (III) provide adequate protection to the Prepetition Secured Parties (defined below) pursuant to Sections 361, 362 and 363 of the

(1)                                  The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are: Accuride Corporation, a Delaware corporation (9077); Accuride Cuyahoga Falls, Inc., a Delaware corporation (9556); Accuride Distributing, LLC, a Delaware limited liability company (3124); Accuride EMI, LLC, a Delaware limited liability company (N/A); Accuride Erie L.P., a Delaware limited partnership (4862); Accuride ▇▇▇▇▇▇▇▇▇ Limited Liability Company, a Delaware limited liability company (8596); AKW General Partner L.L.C., a Delaware limited liability company (4861); AOT Inc., a Delaware corporation (3088); ▇▇▇▇▇▇▇ Holdings, Inc., a Delaware corporation (9282); ▇▇▇▇▇▇▇ Seating, Inc., a Delaware corporation (7179); ▇▇▇▇▇▇▇ Specialty Seating, Inc., a Delaware corporation (4182); Brillion Iron Works, Inc., a Delaware corporation (6942); Erie Land Holding, Inc., a Delaware corporation (8018); Fabco Automotive Corporation, a Delaware corporation (9802); Gunite Corporation, a Delaware corporation (9803); Imperial Group Holding Corp. -1, a Delaware corporation (4007); Imperial Group Holding Corp. -2, a Delaware corporation (4009); Imperial Group, L.P., a Delaware limited partnership (4012); JAII Management Company, a Delaware corporation (N/A); Transportation Technologies Industries, Inc., a Delaware corporation (2791); and Truck Components Inc., a Delaware corporation (5407).  The mailing address for Accuride Corporation is ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.

B-1

Bankruptcy Code, and (B) scheduling interim and final hearings pursuant to Rule 4001(b) and (c) of the Federal Rules of Bankruptcy Procedure (as amended, the “Bankruptcy Rules”), the Debtors sought, among other things, the following relief:

(i)                                     the Court’s authorization, pursuant to Sections 363 and 364(c)(1), (2), (3) and (d)(1) of the Bankruptcy Code, for AccuCorp, as borrower (the “DIP Borrower”), and the other Debtors as guarantors (together with the DIP Borrower, the “DIP Loan Parties”), to enter into a senior secured superpriority post-petition credit facility (the “DIP Facility”) provided by Deutsche Bank Trust Company Americas (“DBTCA”), as administrative agent and as collateral agent (in such capacities, respectively, the “DIP Administrative Agent” and “DIP Collateral Agent,” and collectively, the “DIP Agent”), GE Capital, as syndication agent, certain of the Prepetition Secured Lenders (defined below), as First Out Lenders (in such capacities, the “First Out DIP Lenders”), and certain of the Prepetition Noteholders (defined below), as Last Out Term Lenders (in such capacities, the “Last Out DIP Lenders,” and collectively with the First Out DIP Lenders, the “DIP Lenders”), pursuant to the Senior Secured Superpriority Debtor-in-Possession ABL Credit Agreement attached hereto as Exhibit A (the “DIP Credit Agreement,”(2) and together with this order (the “Interim Order”), the Final Order (defined below), and all other Loan Documents, including the DIP Budget (defined below), collectively, the “DIP Loan Documents”)(3), and to obtain extensions of credit thereunder

(2)                                  Terms used but not otherwise defined herein shall have the meanings given to them in the DIP Credit Agreement.

(3)                                  As set forth more fully below and in the DIP Credit Agreement, the Last Out DIP Lenders are DIP Lenders in respect of $25,000,000 of Advances under the DIP Facility on a first in/last out and substantially silent basis.  Among other things, as set forth in Section 2.20 of the DIP Credit Agreement, the Last Out Obligations (as defined in the DIP Credit Agreement; such obligations are referred to herein as the “Last Out DIP Obligations”) are subordinated in right of payment to the payment in full of the First Out Obligations (as defined in the DIP Credit Agreement; such obligations are referred to herein as the “First Out DIP Obligations”).

B-2

on a senior secured and superpriority basis, (a) during the period (the “Interim Period”) from the date hereof through and including the earlier to occur of (x) the date of entry of the Final Order by this Court and (y) the Termination Date, in an aggregate principal amount not to exceed $25,000,000, and (b) upon entry of the Final Order and thereafter until the Termination Date, in an aggregate principal amount not to exceed $50,000,000 (or such lesser maximum amount as set forth in the DIP Credit Agreement), in each case at any time outstanding (all Advances, Letters of Credit and other financial accommodations and extensions of credit under the DIP Credit Agreement and the DIP Facility, the “DIP Extensions of Credit”);

(ii)                                  the Court’s authorization to use DIP Extensions of Credit in accordance with the cash flow forecast prepared by the Debtors and annexed hereto as Exhibit B (as updated from time to time pursuant to the DIP Loan Documents and subject to the prior approval of the DIP Agent, the “DIP Budget”), and as otherwise provided herein and in the other DIP Loan Documents;

(iii)                               the Court’s authorization to grant to the DIP Agent for the benefit of the DIP Lenders and the other secured parties under the DIP Loan Documents (collectively, the “DIP Secured Parties”), in respect of the DIP Obligations (defined below), a superpriority administrative claim pursuant to Section 364(c)(1) of the Bankruptcy Code and first priority priming liens on and security interests in substantially all assets and property of the Debtors (now owned or hereafter acquired) pursuant to Sections 364(c)(2), (c)(3) and (d)(1) of the Bankruptcy Code, in each case as and to the extent set forth more fully below and subject to the Carve-Out (defined below);

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(iv)                              the Court’s authorization to use “cash collateral” as such term is defined in Section 363 of the Bankruptcy Code (the “Cash Collateral”) in which the Prepetition Secured Parties have an interest;

(v)                                 the Court’s authorization to grant, as of the Petition Date (defined below), the Adequate Protection Superpriority Claim (defined below) and Adequate Protection Liens (defined below), to the extent of and as compensation for any Diminution in Value (defined below), and the payment of fees and expenses to the Prepetition Agent (defined below) for the benefit of the Prepetition Secured Parties, in each case, as set forth more fully below and subject to the Carve-Out;

(vi)                              modification by the Court of the automatic stay imposed by Section 362 of the Bankruptcy Code to the extent necessary to implement and effectuate the terms and provisions of the DIP Facility, this Interim Order and the other DIP Loan Documents;

(vii)                           the scheduling by the Court of a final hearing (the “Final Hearing”) to consider entry of an order (the “Final Order”) granting the relief requested in the Motion on a final basis and approving the form of notice with respect to the Final Hearing and the transactions contemplated by the Motion; and

(viii)                        the Court’s waiving of any applicable stay (including under Rule 6004 of the Federal Rules of Bankruptcy Procedure) and providing for the immediate effectiveness of this Interim Order.

The Court having considered the Motion, the terms of the DIP Facility and the DIP Loan Documents, the Declaration of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, sworn to on October 8, 2009 in Support of the First Day Motions and Pursuant to Local Bankruptcy Rule 1007-2, and the evidence submitted at the hearing held before this Court on October 9, 2009, to consider entry of this Interim Order

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(the “Interim Hearing”); and in accordance with Bankruptcy Rules 2002, 4001(b), (c), and (d), and 9014 and the local rules of the Court, due and proper notice of the Motion and the Interim Hearing having been given; and it appearing that approval of the interim relief requested in the Motion is necessary to avoid immediate and irreparable harm to the Debtors pending the Final Hearing and is otherwise fair and reasonable and in the best interests of the Debtors, their creditors and their estates, and essential for the continued operation of the Debtors’ businesses; and, subject to the terms hereof, the Court having determined that there is adequate protection of the Prepetition Liens (defined below); and all objections, if any, to the entry of this Interim Order having been withdrawn, resolved or overruled by the Court; and after due deliberation and consideration, and for good and sufficient cause appearing therefor:

BASED UPON THE RECORD ESTABLISHED AT THE INTERIM HEARING, THE COURT HEREBY MAKES THE FOLLOWING FINDINGS OF FACT AND CONCLUSIONS OF LAW:

A.                                   Petition Date.  On October 8, 2009 (the “Petition Date”), the Debtors filed voluntary petitions under Chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the District of Delaware (the “Court”).  The Debtors have continued in the management and operation of their businesses and properties as debtors-in-possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code.  No trustee or examiner has been appointed in the Cases.

B.                                     Jurisdiction and Venue.  The Court has jurisdiction over these proceedings, pursuant to 28 U.S.C. § 1334.  Consideration of the Motion constitutes a core proceeding under 28 U.S.C. § 157(b)(2).  Venue for the Cases and the proceedings on the Motion is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409.

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C.                                     Committee Formation.  No official committee of unsecured creditors has been appointed in the Cases (together with any other statutory committee, a “Committee”).

D.                                    Notice.  Notice of the Interim Hearing and the relief requested in the Motion has been provided by the Debtors, by telecopy, email, overnight courier and/or hand delivery, to (a) the United States Trustee for the District of Delaware, (b) all parties asserting a security interest in the assets of the Debtors to the extent reasonably known to the Debtors, (c) the Office of the United States Attorney General for the District of Delaware; (d) the Internal Revenue Service, and (e) those creditors holding the 30 largest unsecured claims against the Debtors’ estates (the “Notice Parties”).  Under the circumstances, such notice of the Interim Hearing and the relief requested in the Motion constitutes due, sufficient and appropriate notice and complies with Section 102(1) of the Bankruptcy Code, Bankruptcy Rules 2002 and 4001(b) and (c) and the local rules of the Court.

E.                                      Prepetition Secured Credit Facility; Prepetition Indenture.

(i)                                     AccuCorp and Accuride Canada Inc. (“AccuCanada”), as borrowers (respectively, the “Prepetition U.S. Borrower” and the “Prepetition Canadian Borrower” and, together, the “Prepetition Borrowers”), the lenders party thereto from time to time (the “Prepetition Secured Lenders”), DBTCA, as successor administrative agent (in such capacity, and in its capacity as successor collateral agent under the Prepetition Collateral Documents (defined below), the “Prepetition Agent”), Citigroup Global Markets Inc. and ▇▇▇▇▇▇ Brothers Inc., as joint lead arrangers and joint book-runners, ▇▇▇▇▇▇ Commercial Paper Inc., as syndication agent, and UBS Securities LLC, as documentation agent, are parties to that certain Fourth Amended and Restated Credit Agreement, dated as of January 31, 2005 (as amended by (i) that certain First Amendment, dated as of November 28, 2007, (ii) that certain Second

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Amendment, dated as of January 28, 2009, (iii) that certain Third Amendment, dated as of August 14, 2009, and (iv) that certain Fourth Amendment and Canadian Forbearance Agreement, dated as of October 8, 2009, and as otherwise amended, restated, supplemented and/or modified through the Petition Date, the “Prepetition Credit Agreement” and, together with the other Loan Documents (defined in the Prepetition Credit Agreement), the “Prepetition Loan Documents”).

(ii)                                  The Prepetition Credit Agreement provides for (a) a term loan facility (the “Prepetition Term Facility”), (b) a U.S. revolving credit facility, which includes a letter of credit facility and a swingline facility (the “Prepetition U.S. Revolving Facility”), and (c) a Canadian revolving credit facility (the “Prepetition Canadian Revolving Facility” and, together with the Prepetition Term Facility and the Prepetition U.S. Revolving Facility, the “Prepetition Secured Credit Facility”).  Article VI of the Prepetition Credit Agreement provides for, among other things, an unconditional guaranty by the Prepetition U.S. Borrower of the obligations of the Prepetition Canadian Borrower under the Prepetition Loan Documents.  Each of the Debtors is a party to the Prepetition Guarantee and Collateral Agreement (defined below), which provides for, among other things, an unconditional joint and several guaranty by such Debtor of all of the Prepetition Obligations (defined below).

(iii)                               The Debtors are parties, as applicable, to the following documents and agreements (collectively, the “Prepetition Collateral Documents”), which provide for pledges and grants by the Debtors of liens on and security interests in their assets and property (to the extent described therein) as security for the repayment of the Prepetition Obligations:  (a) that certain Amended and Restated Guarantee and Collateral Agreement, dated as of January 31, 2005 (as amended, restated, supplemented and/or otherwise modified through the Petition Date, the “Prepetition Guarantee and Collateral Agreement”), made by the Debtors and certain other

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Grantors (defined therein) in favor of the Prepetition Agent, (b) that certain Pledge of Shares Agreement, executed as of June 13, 2003, by and between the Prepetition U.S. Borrower and the Prepetition Agent (as amended by that certain Confirmation and Amendment Agreement, dated January 31, 2005, and as otherwise amended, restated, supplemented or modified through the Petition Date), and (c) the Mortgages and the other Collateral Documents (each defined in the Prepetition Credit Agreement).

F.                                      Stipulations as to Prepetition Secured Credit Facility.  Without limiting the rights of a Committee or any other party in interest as and to the extent set forth in Paragraph 8 hereof, the Debtors permanently, immediately, and irrevocably acknowledge, represent, stipulate and agree:

(i)                                     Prepetition Obligations.   As of the Petition Date, the Debtors were indebted and liable to the Prepetition Agent, the Prepetition Secured Lenders and the other Secured Parties (defined in the Prepetition Credit Agreement) (the “Prepetition Secured Parties”) under the Prepetition Loan Documents without objection, defense, counterclaim or offset of any kind, (a) in the aggregate principal amount of not less than (I) $300,249,610.50 with respect to the Prepetition Term Facility (comprised of the First Out Term Advances (defined in the Prepetition Credit Agreement) in the aggregate principal amount of $224,559,153.15, the Last Out Term Advances (defined in the Prepetition Credit Agreement) in the aggregate principal amount of $70,065,846, and the New Term Advances (defined in the Prepetition Credit Agreement) in the aggregate principal amount of $5,624,611.35), (II) $34,069,786.79 with respect to the Prepetition U.S. Revolving Facility (comprised of U.S. Revolving Credit Advances (defined in the Prepetition Credit Agreement)), (III) $22,000,000 with respect to the Prepetition Canadian Revolving Facility, and (IV) approximately $2,183,831 with respect to the Debtors’

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obligations in respect of a Bank Hedging Agreement (defined in the Prepetition Credit Agreement) with Deutsche Bank AG New York Branch, as counterparty, which terminated prior to the Petition Date, plus, in each case, accrued (both before and after the Petition Date) and unpaid interest thereon, (b) for $18,232,199 aggregate face amount of undrawn Letters of Credit (defined in the Prepetition Credit Agreement), and (c) for fees, expenses and all other Obligations (defined in the Prepetition Credit Agreement), including any attorneys’, accountants’, consultants’, appraisers’ and financial and other advisors’ fees that are chargeable or reimbursable under the Prepetition Loan Documents (clauses (a) through (c), collectively, the “Prepetition Obligations”).  As of the Petition Date, the value of the Prepetition Collateral (defined below) exceeds the amount of the Prepetition Obligations.

(ii)                                              Enforceability, etc. of Prepetition Obligations.  The Prepetition Loan Documents and the Prepetition Obligations are (a) legal, valid, binding, and enforceable against each Debtor and (b) not subject to any contest, attack, objection, recoupment, defense, counterclaim, offset, subordination, re-characterization, avoidance or other claim, cause of action or other challenge of any kind or nature under the Bankruptcy Code, under applicable non-bankruptcy law or otherwise.

(iii)                                           Enforceability, etc. of Prepetition Liens.  The liens and security interests (collectively, the “Prepetition Liens”) granted by the Debtors under the Prepetition Collateral Documents to or for the benefit of the Prepetition Secured Parties as security for the Prepetition Obligations encumber substantially all of the Debtors’ assets and property (all such assets and property, as the same existed on or at any time prior to the Petition Date, together with all cash and non-cash proceeds thereof, collectively, the “Prepetition Collateral”) .  The Prepetition Liens have been properly recorded and perfected under state law, and are legal, valid, enforceable,

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non-avoidable, and not subject to contest, avoidance, attack, offset, re-characterization, subordination or other challenge of any kind or nature under the Bankruptcy Code, under applicable non-bankruptcy law or otherwise.  As of the Petition Date, and without giving effect to this Interim Order, the Debtors are not aware of any liens or security interests having priority over the Prepetition Liens, except the Senior Third Party Liens (defined below).  The Prepetition Liens were granted to or for the benefit of the Prepetition Secured Parties for fair consideration and reasonably equivalent value, and were granted contemporaneously with the making of the loans and/or commitments and other financial accommodations secured thereby.

(iv)                                          Indemnity.  The Prepetition Secured Parties and the DIP Secured Parties have acted in good faith, and without negligence or violation of public policy or law, in respect of all actions taken by them in connection with or related in any way to negotiating, implementing, documenting or obtaining requisite approvals of the DIP Facility and the use of Cash Collateral, including in respect of the granting of the DIP Liens (defined below) and the Adequate Protection Liens, any challenges or objections to the DIP Facility or the use of Cash Collateral, the Prepetition Lender Restructuring Support Lockup Agreement, the other Restructuring Support Documents (defined in the Prepetition Lender Restructuring Support Lockup Agreement), the Noteholder Restructuring Support Lockup Agreement, and all documents related to and all transactions contemplated by the foregoing.  Accordingly, the Prepetition Secured Parties and the DIP Secured Parties shall be and hereby are indemnified and held harmless by the Debtors in respect of any claim or liability incurred in respect thereof or in any way related thereto.  No exception or defense in contract, law or equity exists as to any obligation set forth, as the case may be, in this paragraph F, in the Prepetition Loan Documents or in the DIP Loan Documents, to indemnify and/or hold harmless the Prepetition Agent, the DIP

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Agent, or any other Prepetition Secured Party or DIP Secured Party, as the case may be, and any such defenses are hereby waived.

(v)                                             No Control.  None of the DIP Secured Parties or the Prepetition Secured Parties are control persons or insiders of the Debtors or any of their affiliates by virtue of any of the actions taken with respect to, in connection with, related to, or arising from the DIP Facility, the Prepetition Secured Credit Facility, the DIP Loan Documents and/or the Prepetition Loan Documents.

(vi)                                          No Claims, Causes of Action.  As of the date hereof, there exist no claims or causes of action against any of the Prepetition Secured Parties or the DIP Secured Parties with respect to, in connection with, related to, or arising from the Prepetition Loan Documents, the DIP Loan Documents, the Prepetition Secured Credit Facility and/or the DIP Facility that may be asserted by the Debtors or any other person or entity.

(vii)                                       Release. The Debtors forever and irrevocably release, discharge, and acquit all former, current and future DIP Secured Parties and Prepetition Secured Parties, and each of their respective former, current and future officers, employees, directors, agents, representatives, owners, members, partners, financial and other advisors and consultants, legal advisors, shareholders, managers, consultants, accountants, attorneys, affiliates, and predecessors and successors in interest (collectively, the “Releasees”) of and from any and all claims, demands, liabilities, responsibilities, disputes, remedies, causes of action, indebtedness and obligations, rights, assertions, allegations, actions, suits, controversies, proceedings, losses, damages, injuries, attorneys’ fees, costs, expenses, or judgments of every type, whether known, unknown, asserted, unasserted, suspected, unsuspected, accrued, unaccrued, fixed, contingent, pending or threatened including, without limitation, all legal and equitable theories of recovery,

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arising under common law, statute or regulation or by contract, of every nature and description, arising out of, in connection with, or relating to the DIP Facility, the DIP Loan Documents, the Prepetition Secured Credit Facility, the Prepetition Loan Documents, the Prepetition Lender Restructuring Support Lockup Agreement, the Noteholder Restructuring Support Lockup Agreement and/or the transactions contemplated hereunder or thereunder including, without limitation, (x) any so-called “lender liability” or equitable subordination claims or defenses, (y) any and all claims and causes of action arising under the Bankruptcy Code, and (z) any and all claims and causes of action with respect to the validity, priority, perfection or avoidability of the liens or claims of the Prepetition Secured Parties and/or the DIP Secured Parities.

G.                                     Immediate Need for Postpetition Financing and Use of Cash Collateral.  The Debtors have requested immediate entry of this Interim Order pursuant to Bankruptcy Rule 4001(b)(2) and (c)(2).  Good cause has been shown for entry of this Interim Order.  An immediate need exists for the Debtors to obtain funds and liquidity in order to continue operations and to administer and preserve the value of their estates.  The ability of the Debtors to finance their operations, to preserve and maintain the value of the Debtors’ assets and to maximize the return for all creditors requires the availability of the DIP Facility and the use of Cash Collateral.  In the absence of the availability of such funds and liquidity in accordance with the terms hereof, the continued operation of the Debtors’ businesses would not be possible, and serious and irreparable harm to the Debtors and their estates and creditors would occur.  Further, the possibility for a successful reorganization would be jeopardized in the absence of the availability of funds in accordance with the terms of this Interim Order.  Thus, the ability of the Debtors to preserve and maintain the value of their assets and maximize the return for creditors requires the availability of working capital from the DIP Facility and the use of Cash Collateral.

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H.            No Credit Available on More Favorable Terms.  The Debtors have been unable to obtain on more favorable terms and conditions than those provided in this Interim Order (a) adequate unsecured credit allowable under Bankruptcy Code Section 503(b)(1) as an administrative expense, (b) credit for money borrowed with priority over any or all administrative expenses of the kind specified in Sections 503(b) or 507(b) of the Bankruptcy Code, (c) credit for money borrowed secured by a lien on property of the estate that is not otherwise subject to a lien, or (d) credit for money borrowed secured by a junior lien on property of the estate which is subject to a lien.  The Debtors are unable to obtain credit for borrowed money without granting the DIP Liens and the DIP Superpriority Claim (defined below) to (or for the benefit of) the DIP Secured Parties.

I.              Use of Cash Collateral and Proceeds of the DIP Facility, DIP Collateral and Prepetition Collateral.  All Cash Collateral, all proceeds of the Prepetition Collateral and the DIP Collateral (defined below), including proceeds realized from a sale or disposition thereof, or from payment thereon, and all proceeds of the DIP Facility (net of any amounts used to pay fees, costs and expenses payable under this Interim Order or the Final Order) shall be used and/or applied in accordance with the terms and conditions of this Interim Order and the other DIP Loan Documents, for the types of expenditures in the DIP Budget and for no other purpose; provided, that up to $50,000 in the aggregate of the proceeds of the DIP Facility, DIP Collateral, Prepetition Collateral or Cash Collateral, may be used by any Committee solely to investigate the matters covered by the Claims Stipulations (defined below). Amounts advanced by the DIP Borrower for the general corporate purposes of any Subsidiary in accordance with the DIP Credit Agreement shall be and are hereby subordinated to the Prepetition Obligations and the DIP

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Obligations and shall be pledged as collateral security on a first priority basis to secure the DIP Facility.

J.             Adequate Protection for Secured Parties.  The Prepetition Agent has negotiated in good faith regarding the Debtors’ use of the Prepetition Collateral (including the Cash Collateral) to fund the administration of the Debtors’ estates and continued operation of their businesses, in accordance with the terms hereof.  The Prepetition Secured Parties have agreed to permit the Debtors to use the Prepetition Collateral, including the Cash Collateral, in accordance with the terms hereof during the Interim Period subject to the terms and conditions set forth herein, including the protections afforded parties acting in “good faith” under Section 363(m) of the Bankruptcy Code.  The Prepetition Secured Parties are entitled to the adequate protection as and to the extent set forth herein pursuant to Sections 361, 362 and 363 of the Bankruptcy Code.  Based on the Motion and on the record presented to the Court at the Interim Hearing, the terms of the proposed adequate protection arrangements and of the use of the Cash Collateral are fair and reasonable, reflect the Debtors’ prudent exercise of business judgment and constitute reasonably equivalent value and fair consideration for the Prepetition Agent’s consent thereto; provided, that nothing in this Interim Order or the other DIP Loan Documents shall prejudice, limit or otherwise impair the rights of the Prepetition Agent (for the benefit of the Prepetition Secured Parties) to seek new, different or additional adequate protection in the event of a material change in circumstances after the date hereof.

K.            Section 552. Subject to the entry of a Final Order, in light of, as applicable, the subordination of the Prepetition Liens and the Adequate Protection Liens to the DIP Liens and the Carve-Out, and the granting of the DIP Liens on the Prepetition Collateral, the Prepetition

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Secured Parties are each entitled to all of the rights and benefits of Section 552(b) of the Bankruptcy Code, and the “equities of the case” exception shall not apply.

L.             Extension of Financing.  The DIP Secured Parties have indicated a willingness to provide financing to the Debtors in accordance with the terms hereof.  The DIP Secured Parties are good faith financiers.  The intercreditor, payment priority, consents, waivers and similar provisions contained in the DIP Credit Agreement as between the First Out DIP Lenders and the Last Out DIP Lenders were negotiated in good faith and at arm’s length among commercially sophisticated parties, and such arrangements are an integral element of the DIP Facility and of the basis of the DIP Secured Parties’ willingness to enter into the DIP Facility and to make DIP Extensions of Credit, and of the Prepetition Secured Parties’ consent to the priming of the Prepetition Liens and the use of the Prepetition Collateral and the Cash Collateral.  The Prepetition Secured Parties have consented to the priming of the Prepetition Liens and the use of the Prepetition Collateral and the Cash Collateral, solely in respect of the DIP Facility provided by the DIP Secured Parties, and not in respect of any other postpetition financing or cash collateral facility.  Nothing in this Interim Order or in the DIP Loan Documents shall be deemed or construed as a consent by the Prepetition Secured Parties to any such postpetition financing or cash collateral facility, or as an admission or evidence that any adequate protection provided herein would be sufficient adequate protection in respect thereof.  The DIP Secured Parties’ claims, superpriority claims, security interests and liens and other protections granted pursuant to this Interim Order (and the Final Order) and the DIP Facility (including the DIP Liens and DIP Superiority Claim) will not be affected by any subsequent reversal, modification, vacatur or amendment of this Interim Order or the Final Order or any other order, as provided in Section 364(e) of the Bankruptcy Code.

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M.           Business Judgment and Good Faith Pursuant to Section 364(e).

(i)            The terms and conditions of the DIP Facility, and the fees paid and to be paid thereunder, are fair, reasonable, and the best available under the circumstances, reflect the Debtors’ exercise of prudent business judgment consistent with their fiduciary duties, and are supported by reasonably equivalent value and consideration;

(ii)           the DIP Facility was negotiated in good faith and at arm’s length among the Debtors and the DIP Secured Parties; and

(iii)          the use of the proceeds to be extended under the DIP Facility will be so extended in good faith, and for valid business purposes and uses, as a consequence of which the DIP Secured Parties are entitled to the protection and benefits of Section 364(e) of the Bankruptcy Code.

N.            Relief Essential; Best Interest.  The relief requested in the Motion (and provided in this Interim Order) is necessary, essential and appropriate for the continued operation of the Debtors’ businesses and the management and preservation of the Debtors’ assets and property.  It is in the best interest of the Debtors’ estates that the Debtors be allowed to enter into the DIP Facility, incur the DIP Obligations and use the Cash Collateral as contemplated herein.

NOW, THEREFORE, on the Motion of the Debtors and the record before this Court with respect to the Motion, including the record made during the Interim Hearing, and with the consent of the Debtors, the Prepetition Secured Parties and the DIP Secured Parties, and good and sufficient cause appearing therefor,

IT IS ORDERED that:

1.             Motion Granted.  The Motion is granted in accordance with the terms and conditions set forth in this Interim Order.  Any objections to the Motion with respect to entry of

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this Interim Order to the extent not withdrawn, waived or otherwise resolved, and all reservation of rights included therein, are hereby denied and overruled.

2.             DIP Facility.

(a)           DIP Obligations, etc.  The Debtors are expressly and immediately authorized and empowered to enter into the DIP Facility and to incur and to perform the DIP Obligations in accordance with and subject to this Interim Order (and, upon its entry, a Final Order) and the other DIP Loan Documents, to execute and/or deliver all DIP Loan Documents and all other instruments, certificates, agreements and documents, and to take all actions, which may be reasonably required or otherwise necessary for the performance by the Debtors under the DIP Facility, including the creation and perfection of the DIP Liens described and provided for herein.  The Debtors are hereby authorized and directed to pay all principal, interest, fees and expenses, indemnities and other amounts described herein and in the other DIP Loan Documents as such shall accrue and become due hereunder or thereunder, including, without limitation, the reasonable fees and expenses of the attorneys and financial and other advisors and consultants of the DIP Agent and the DIP Lenders as and to the extent provided for herein and in the other DIP Loan Documents (collectively, all loans, advances, extensions of credit, financial accommodations, fees, expenses and other liabilities and obligations (including indemnities and similar obligations) in respect of DIP Extensions of Credit, the DIP Facility and the DIP Loan Documents, the “DIP Obligations”).  The DIP Obligations shall not otherwise be subject to further approval of this Court.  The DIP Loan Documents and all DIP Obligations shall represent, constitute and evidence, as the case may be, valid and binding obligations of the Debtors, enforceable against the Debtors, their estates and any successors thereto in accordance with their terms.  The term of the DIP Facility shall commence on the date of entry of this

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Interim Order and end on the Termination Date, subject to the terms and conditions set forth herein and in the other DIP Loan Documents, including the protections afforded a party acting in good faith under Section 364(e) of the Bankruptcy Code.

(b)           Authorization to Borrow, etc.  In order to enable them to continue to operate their businesses, subject to the terms and conditions of this Interim Order and the other DIP Loan Documents, the DIP Borrower is hereby authorized under the DIP Facility to borrow during the Interim Period (and the other Debtors are authorized to guarantee repayment of) up to an aggregate principal amount of $25,000,000.

(c)           Conditions Precedent.  The DIP Lenders shall have no obligation to make any DIP Extension of Credit or any other financial accommodation hereunder or under the other DIP Loan Documents (and the Debtors shall not make any request therefor) unless all conditions precedent to making DIP Extensions of Credit under the DIP Loan Documents have been satisfied or waived in accordance with the terms of the DIP Loan Documents.

(d)           DIP Collateral.  As used herein, “DIP Collateral” shall mean, all now owned or hereafter acquired assets and property, whether real or personal, of the Debtors including, without limitation, all Prepetition Collateral, all assets and property pledged under the DIP Loan Documents, and all cash, any investment of such cash, inventory, accounts receivable, including intercompany accounts (and all rights associated therewith), other rights to payment whether arising before or after the Petition Date, contracts, contract rights, chattel paper, goods, investment property, inventory, deposit accounts (including the cash collection, “lockbox” and “concentration” accounts described in paragraph 14 or otherwise under the DIP Loan Documents), “core concentration accounts,” “cash collateral accounts”, and in each case all amounts on deposit therein from time to time, equity interests, securities accounts, securities

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entitlements, securities, commercial tort claims, books, records, plants, equipment, general intangibles, documents, instruments, interests in leases and leaseholds, interests in real property, fixtures, payment intangibles, tax or other refunds, insurance proceeds, letters of credit, letter of credit rights, supporting obligations, machinery and equipment, patents, copyrights, trademarks, tradenames, other intellectual property, all licenses therefor, and all proceeds, rents, profits, products and substitutions, if any, of any of the foregoing, and including, upon entry of the Final Order, all of the Debtors’ claims and causes of action under Sections 502(d), 544, 545, 547, 548, 549, 550 and 553 of the Bankruptcy Code, and any other avoidance or similar action under the Bankruptcy Code or similar state law, and the proceeds thereof, whether received by judgment, settlement or otherwise (the “Avoidance Action Collateral”).(4)

(e)           DIP Liens.  Effective immediately upon the entry of this Interim Order, and subject to the Carve-Out, as set forth more fully in this Interim Order, the DIP Agent for the ratable benefit of the DIP Secured Parties is hereby granted the following security interests and liens, which shall immediately be valid, binding, perfected, continuing, enforceable and non-avoidable (all liens and security interests granted to the DIP Agent for the benefit of the DIP Secured Parties pursuant to this Interim Order, any Final Order and the other DIP Loan Documents, the “DIP Liens”):

(I)       pursuant to Section 364(c)(2) of the Bankruptcy Code, valid, enforceable, perfected and non-avoidable first priority liens on and security interests in all DIP Collateral that was not encumbered by valid, enforceable, perfected and non-avoidable liens as of the Petition Date;

(4)           With respect to any liens on the capital stock of the Debtors’ directly owned foreign subsidiaries to secure the DIP Obligations, such liens shall be limited to pledges that would not result in deemed dividends to the Debtors pursuant to Section 956 of the Internal Revenue Code.

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(II)      pursuant to Section 364(c)(3) of the Bankruptcy Code, valid, enforceable, perfected and non-avoidable liens on and security interests in (x) all DIP Collateral which is unencumbered by the Prepetition Liens but on which a third party, i.e., not the Prepetition Secured Parties (a “Third Party Lienholder”), had a pre-existing lien on the Petition Date and (y) all DIP Collateral encumbered by the Prepetition Liens on which a Third Party Lienholder had a pre-existing lien on the Petition Date that was senior to the Prepetition Liens, in each case junior only to any such liens and security interests of Third Party Lienholders, but solely to the extent that such liens and security interests were in each case valid, enforceable, perfected and non-avoidable as of the Petition Date, and were permitted by the terms of the Prepetition Loan Documents (the “Senior Third Party Liens”); and

(III)    pursuant to Section 364(d) of the Bankruptcy Code, valid, enforceable, perfected and non-avoidable liens on and security interests in all Prepetition Collateral, which liens and security interests shall be senior to and prime the Prepetition Liens and the liens of all Third Party Lienholders which are pari passu with or junior and subject to the Prepetition Liens.

(f)            Other Provisions Relating to the DIP Liens.  The DIP Liens shall secure all of the DIP Obligations.  The DIP Liens shall not, without the consent of the DIP Agent, be made subject to, or pari passu with, any other lien or security interest, other than to the extent expressly provided herein and to the Carve-Out, by any court order heretofore or hereafter

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entered in the Cases, and shall be valid and enforceable against any trustee appointed in the Cases, upon the conversion of any of the Cases to a case under Chapter 7 of the Bankruptcy Code or in any other proceedings related to any of the foregoing (any “Successor Cases”), and/or upon the dismissal of any of the Cases.  It is understood and agreed, and hereby ordered, that, notwithstanding the immediately preceding sentence or anything else to the contrary set forth in this Interim Order, in any other DIP Loan Document, or in any other order of this Court entered in the Cases, any amounts advanced or expended by the Prepetition Secured Parties or the DIP Secured Parties (other than by the Last Out DIP Lenders or the Last Out Lenders (as defined in the Prepetition Credit Agreement; such lenders are referred to herein as, the “Last Out Prepetition Lenders”)), in their sole and absolute discretion and without requiring the consent or approval of any other party, after the occurrence and during the continuation of an Event of Default, directly or indirectly, to protect, preserve, maintain, market, sell or liquidate the Prepetition Collateral or DIP Collateral, including to fund the Debtors’ operations during a Bankruptcy Code Section 363 sale process, and any reasonable professional or advisory fees and expenses of White & Case LLP, Stikeman Elliot LLP, Houlihan, Lokey, ▇▇▇▇▇▇ & ▇▇▇▇▇, any local or foreign counsel and other advisors, appraisers and/or liquidators retained by the Prepetition Agent or the DIP Agent, shall be added to the First Out DIP Obligations for all purposes hereunder and under the other DIP Loan Documents.  The DIP Liens and the Adequate Protection Liens shall not be subject to Sections 510, 549, 550 or 551 of the Bankruptcy Code or the “equities of the case” exception of Section 552 of the Bankruptcy Code or, to the extent provided in the Final Order, Section 506(c) of the Bankruptcy Code.

(g)           Superpriority Administrative Claim Status.  The DIP Obligations shall, pursuant to Section 364(c)(1) of the Bankruptcy Code, at all times constitute an allowed

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superpriority claim (the “DIP Superpriority Claim”) of the DIP Agent for the benefit of the DIP Secured Parties, and be payable from and have recourse to all DIP Collateral.  The DIP Superpriority Claim shall be subject and subordinate only to the Carve-Out; provided that the Last Out DIP Lenders shall not receive or retain any payments, property, distribution or other amounts in respect of the DIP Superpriority Claim or DIP Obligations unless and until the First Out DIP Obligations are paid and satisfied in full and in cash (including cash collateralization of all Letters of Credit in accordance with the DIP Loan Documents).  Other than as expressly provided herein, including in paragraph 11 and with respect to the Carve-Out, no costs or expenses of administration, including, without limitation, professional fees allowed and payable under Bankruptcy Code Sections 328, 330 and 331, or otherwise, that have been or may be incurred in these proceedings or in any Successor Cases, and no priority claims are, or will be, senior to, prior to or pari passu with the DIP Liens, the DIP Superpriority Claim or any of the DIP Obligations, or with any other claims of the DIP Secured Parties arising hereunder or under the other DIP Loan Documents, or otherwise in connection with the DIP Facility.

3.             Authorization and Approval to Use Cash Collateral and Proceeds of DIP Facility. Subject to the terms and conditions of this Interim Order and the other DIP Loan Documents, and to the adequate protection granted to or for the benefit of the Prepetition Secured Parties as hereinafter set forth, each Debtor is authorized during the Interim Period (and not beyond) to (a) use the Cash Collateral and (b) request and use proceeds of the DIP Extensions of Credit, in each case for the types of expenditures set forth in the DIP Budget.  The DIP Budget may only be amended, supplemented, modified, restated, replaced, or extended in accordance with the DIP Loan Documents and the prior written consent of the DIP Agent.  The Last Out DIP Lenders shall have the consultation rights provided for in the DIP Credit

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Agreement.  Notwithstanding anything herein to the contrary, subject only to the Debtors’ rights under paragraphs 17(b) and 17(c), the Debtors’ right to request or use proceeds of DIP Extensions of Credit or to use Cash Collateral shall terminate on the Termination Date, including upon written notice being provided by the DIP Agent to the Debtors that an Event of Default has occurred and is continuing.  Nothing in this Interim Order shall authorize the disposition of any assets of the Debtors or their estates outside the ordinary course of business or other proceeds resulting therefrom, except as permitted herein (subject to any required Court approval).

4.             Adequate Protection for Prepetition Secured Parties.  As adequate protection for the interests of the Prepetition Secured Parties in the Prepetition Collateral (including Cash Collateral), the Prepetition Agent for the benefit of the Prepetition Secured Parties shall receive adequate protection as follows:

(a)           Adequate Protection Liens.  To the extent of, and in an aggregate amount equal to, the diminution in value of such interests, from and after the Petition Date, calculated in accordance with Section 506(a) of the Bankruptcy Code, resulting from, among other things, the use, sale or lease by the Debtors of the Prepetition Collateral (including the use of Cash Collateral), the granting of the DIP Liens, the subordination of the Prepetition Liens thereto and to the Carve-Out, or the imposition or enforcement of the automatic stay of Section 362(a) (collectively, “Diminution in Value”), the Prepetition Secured Parties shall have pursuant to Sections 361, 363(e) and 364(d) of the Bankruptcy Code, replacement security interests in and liens upon (the “Adequate Protection Liens”) all of the DIP Collateral, which shall be (i) junior and subject to the DIP Liens and Senior Third Party Liens and (ii) senior and prior to all other liens thereon.  The Adequate Protection Liens shall in all cases be subject to the Carve-Out.

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(b)           Adequate Protection Superpriority Claims.  To the extent of the aggregate Diminution in Value, the Prepetition Secured Parties shall have, subject to the payment of the Carve-Out, an allowed superpriority administrative expense claim (the “Adequate Protection Superpriority Claim”) as provided for in Section 507(b) of the Bankruptcy Code, immediately junior and subject to the DIP Superpriority Claim, and payable from and having recourse to all DIP Collateral; provided, that the Prepetition Secured Parties shall not receive or retain any payments, property, distribution or other amounts in respect of the Adequate Protection Superpriority Claim unless and until the DIP Obligations and (without duplication) the DIP Superpriority Claim have indefeasibly been paid in full in cash; and provided further that  the Last Out Prepetition Lenders shall not receive or retain any payments, property or other amounts in respect of the Adequate Protection Superpriority Claim until the First Out Loan Obligations (as defined in the Prepetition Credit Agreement; such obligations are referred to herein as the “First Out Prepetition Obligations”) have been indefeasibly repaid and satisfied (including the cash collateralization of all prepetition letters of credit in accordance with the Prepetition Loan Documents) in full in cash.

(c)           Adequate Protection Payments, etc.

(I)       First Out Prepetition Lenders: The Prepetition Agent (solely on behalf of the First Out Lenders (as defined in the Prepetition Credit Agreement; such lenders are referred to herein as the “First Out Prepetition Lenders”) shall receive from the Debtors (x) upon the entry of this Interim Order, immediate cash payment of all accrued and unpaid interest on the First Out Prepetition Obligations and all letter of credit fees owing by the Debtors under the Prepetition Credit Agreement, in each

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case at the default rates provided for in the Prepetition Credit Agreement, and all other accrued and unpaid fees and disbursements (including legal and advisory fees and expenses) owing to the Prepetition Agent or the First Out Prepetition Lenders under the Prepetition Credit Agreement and incurred prior to the Petition Date, and (y) when due, all accrued but unpaid interest on the First Out Prepetition Obligations, and all letter of credit and other fees owing by the Debtors under the Prepetition Secured Credit Facility, at the default rate provided for in the Prepetition Credit Agreement.

(II)      Last Out Prepetition Lenders:  All accrued and unpaid interest on the Last Out Loan Obligations (as defined in the Prepetition Credit Agreement; such obligations shall be referred to herein as “Last Out Prepetition Obligations”) owing by the Debtors under the Prepetition Credit Agreement shall, upon the entry of the Interim Order and, thereafter, when due, but only to the extent permitted by applicable law, be paid in kind by capitalizing such interest in accordance with the terms of the Prepetition Credit Agreement, effective as of the date hereof or the applicable interest payment date, respectively.

(III)    Promptly upon receipt of invoices therefor, the Prepetition Agent shall receive from the Debtors current cash payments of all reasonable professional and advisory fees, costs and expenses of the Prepetition Agent incurred in connection with the administration and monitoring of the Prepetition Secured Credit Facility or the DIP Facility, including,

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without, limitation, the reasonable documented post-petition fees and expenses of legal, financial and other advisory, tax, investment banking and other professionals (including, without limitation, White & Case LLP, Stikeman Elliot LLP, Houlihan, Lokey, ▇▇▇▇▇▇ & ▇▇▇▇▇ and any local or foreign counsel to the Prepetition Agent, and any replacement or addition thereto that the Prepetition Agent deems reasonably appropriate) retained by the Prepetition Agent.

5.             Monitoring of Collateral.  The Prepetition Agent and the DIP Agent, and their respective consultants and advisors, shall be given reasonable access to the Debtors’ books, records, assets and properties for purposes of monitoring the Debtors’ business and the value of the DIP Collateral, and shall be permitted to conduct, at their discretion and at the Debtors’ cost and expense, field audits, collateral examinations and inventory appraisals at reasonable times in respect of the DIP Collateral.

6.             Financial Reporting, etc.  The Debtors shall provide the DIP Agent and the Prepetition Agent with the monthly financial reporting given to the United States Trustee and all of the financial reporting as required under and in all instances consistent with the DIP Loan Documents and the Prepetition Loan Documents, including, for the avoidance of doubt, on Wednesday of each week a report for the prior week (ending at the close of business on Friday of such prior week) setting forth the receipts and expenditures for such prior week (including detailed schedules supporting the cash flow forecast in excel format), and the amount of variance, if any, on a line-item basis from the corresponding projected amounts set forth in the DIP Budget for such week (each a “Variance Report”).  Each weekly Variance Report shall contain information relating to the immediately prior week, as well as cumulative information

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from and after the Petition Date, and shall be delivered to the DIP Agent and the Prepetition Agent along with a statement of the account balances for all of the Debtors’ bank accounts.  The Debtors shall deliver to counsel to the ad hoc committee of certain holders (the “Prepetition Noteholders”) of the Debtors’ prepetition 8½% Senior Subordinated Notes due 2012 (the “Ad Hoc Committee”) each Variance Report that is delivered to the DIP Agent and the Prepetition Agent as soon as reasonably practicable.

7.             DIP Lien and Adequate Protection Replacement Lien Perfection.  This Interim Order shall be sufficient and conclusive evidence of the validity, perfection and priority of the DIP Liens and the Adequate Protection Liens without the necessity of filing or recording any financing statement, deed of trust, mortgage, or other instrument or document which may otherwise be required under the law of any jurisdiction or the taking of any other action to validate or perfect the DIP Liens and the Adequate Protection Liens or to entitle the DIP Liens and the Adequate Protection Liens to the priorities granted herein.  Notwithstanding the foregoing, the DIP Agent and the Prepetition Agent may, each in their sole discretion, file such financing statements, mortgages, security agreements, notices of liens and other similar documents, and are hereby granted relief from the automatic stay of Section 362 of the Bankruptcy Code in order to do so, and all such financing statements, mortgages, security agreements, notices and other agreements or documents shall be deemed to have been filed or recorded at the time and on the date of the commencement of the Cases.  The Debtors shall execute and deliver to the DIP Agent and the Prepetition Agent all such financing statements, mortgages, security agreements, notices and other documents as the DIP Agent and the Prepetition Agent may reasonably request to evidence, confirm, validate or perfect, or to insure the contemplated priority of, the DIP Liens and the Adequate Protection Liens.  The DIP Agent

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and the Prepetition Agent, in their discretion, may file a photocopy of this Interim Order as a financing statement with any recording officer designated to file financing statements or with any registry of deeds or similar office in any jurisdiction in which any Debtor has real or personal property and, in such event, the subject filing or recording officer shall be authorized to file or record such copy of this Interim Order. To the extent that the Prepetition Agent is the secured party under any account control agreements, listed as loss payee under any of the Debtors’ insurance policies or is the secured party under any Prepetition Collateral Document, the DIP Agent is also deemed to be the secured party under such account control agreements, loss payee under the Debtors’ insurance policies and the secured party under each such Prepetition Collateral Document, and shall have all rights and powers attendant to that position (including, without limitation, rights of enforcement) and shall act in that capacity and distribute any proceeds recovered or received in accordance with the terms of this Interim Order and/or the Final Order, as applicable, and the other DIP Loan Documents.  The Prepetition Agent shall serve as agent for the DIP Agent  for purposes of perfecting their respective security interests and liens on all DIP Collateral that is of a type such that perfection of a security interest therein may be accomplished only by possession or control by a secured party.

8.             Reservation of Certain Third Party Rights and Bar of Challenges and Claims.  Except as set forth below in the immediately following sentence, all of the findings, agreements, terms, provisions and conditions hereof (including the Debtors’ stipulations set forth in paragraph F of this Interim Order (the “Claims Stipulations”)), shall be immediately and irrevocably binding on all persons and entities.  Notwithstanding the foregoing, nothing in this Interim Order shall prejudice any rights a Committee (or any other party with standing to do so) may have (a) to object to or challenge any of the Claims Stipulations, including in relation to (i)

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the validity, extent, perfection or priority of the Prepetition Liens on the Prepetition Collateral, or (ii) the validity, allowability, priority, status or amount of the Prepetition Obligations, or (b) to bring suit against any of the Prepetition Secured Parties in connection with or related to the matters covered by the Claims Stipulations; provided, that unless any Committee or such other party with standing to do so, commences an adversary proceeding or contested matter (as applicable) raising such objection or challenge, including without limitation any claim against the Prepetition Secured Parties in the nature of a setoff, counterclaim or defense to the Prepetition Obligations (including but not limited to, those under Sections 506 (subject to the waiver of Bankruptcy Code Section 506(c) claims as may be provided in a Final Order), 544, 547, 548, 549, 550 and/or 552 of the Bankruptcy Code or by way of suit against any of the Prepetition Secured Parties), by the date that is seventy-five (75) days following the earlier of (x) the date of the appointment of a Committee and (y) the date of entry of the Final Order (the period described in the immediately preceding clause shall be referred to as the “Challenge Period,” and the date that is the next calendar day after the termination of the Challenge Period shall be referred to as the “Challenge Period Termination Date”), upon the Challenge Period Termination Date, any and all such challenges and objections by any Committee, any Chapter 11 or Chapter 7 trustee appointed herein or in any Successor Case, and any other party in interest shall be deemed to be forever waived and barred, and the Prepetition Obligations shall be deemed to be an allowed secured claim within the meaning of Sections 502 and 506 of the Bankruptcy Code for all purposes in connection with the Cases, and the Claims Stipulations shall be binding on all creditors, interest holders and parties in interest.  To the extent any such objection or complaint is filed, the Claims Stipulations shall nonetheless remain binding and preclusive except to the extent expressly challenged in such objection or complaint.

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9.             Carve-Out.  Subject to the terms and conditions contained in this paragraph 9, the DIP Liens, the DIP Superpriority Claim, the Prepetition Liens, the Adequate Protection Liens and the Adequate Protection Superpriority Claim, which have the relative lien and payment priorities as set forth herein, shall, in any event, in all cases be subject and subordinate to a carve-out (the “Carve-Out”), which shall be comprised of the following:  (i) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee pursuant to 28 U.S.C. § 1930(a), (ii) subject in all cases to the limitations set forth in the DIP Loan Documents and to Court approval, the sum of (A) and (B), where (A) is the aggregate amount of the Debtors’ professional fees and disbursements which have been incurred, accrued, or invoiced (but remain unpaid) prior to the date on which the DIP Agent provides written notice that an Event of Default has occurred and has triggered the Carve-Out (a “Carve Out Trigger Notice”) for any professional retained by an order of the Court under Section 327 or 328 of the Bankruptcy Code, and (B) is the aggregate amount of fees and disbursements of the Debtors’ retained professionals accrued after delivery of the Carve Out Trigger Notice, up to $5,500,000, and (iii) subject in all cases to the limitations set forth in the DIP Loan Documents and to Court approval, the sum of (C) and (D), where (C) is the aggregate amount, of any Committee’s, if one is so appointed, professional fees and disbursements which have been incurred, accrued or invoiced (but remain unpaid) prior to the receipt by the Committee of a Carve Out Trigger Notice for any professional retained by an order of the Court under Section 1102 of the Bankruptcy Code, and (D) is the aggregate amount of fees and disbursements of any Committee’s retained professionals accrued after delivery of the Carve Out Trigger Notice, up to $25,000.  For the avoidance of any doubt, no success fee, transaction fee, or bonus incurred by the Debtors’ investment banker(s) or financial advisors, or any financial advisor retained by the

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Committee, shall be paid from the Carve-Out unless and until all other allowed hourly and monthly professional fees and disbursements have been paid in full in cash on a final basis, in all cases subject to the limitations set forth in the DIP Budget.  No portion of the Carve-Out, no proceeds of the DIP Facility or DIP Extensions of Credit, and no proceeds of the Prepetition Collateral, including any Cash Collateral, or any other amounts, may be used for the payment of the fees and expenses of any person incurred (i) in challenging, or in relation to the challenge of, any of the Prepetition Secured Parties’ or the DIP Secured Parties’ liens or claims (or the value of their respective Prepetition Collateral or DIP Collateral), or the initiation or prosecution of any claim or action against any of the Prepetition Secured Parties or DIP Secured Parties, including any claim under Chapter 5 of the Bankruptcy Code, or any state law or foreign law, in respect of the Prepetition Secured Facility or the DIP Facility, or in preventing, hindering or delaying the realization by the Prepetition Secured Parties or the DIP Secured Parties upon any Prepetition Collateral or DIP Collateral, respectively, or the enforcement of their respective rights under the Prepetition Secured Credit Facility, the Prepetition Loan Documents, the DIP Facility, this Interim Order, the Final Order or any other DIP Loan Document, (ii) in requesting authorization, or supporting any request for authorization, to obtain postpetition financing (whether equity or debt) or other financial accommodations pursuant to Section 364(c) or (d) of the Bankruptcy Code, or otherwise, other than from the First Out DIP Lenders or (iii) in connection with any claims or causes of actions against the Releasees, including formal or informal discovery proceedings in anticipation thereof, and/or in challenging any Prepetition Obligations, DIP Obligations, Prepetition Lien, Adequate Protection Lien or DIP Lien.  Notwithstanding the foregoing limitations, up to $50,000 in the aggregate of the Carve-Out, any Cash Collateral or any proceeds of the DIP Facility or DIP Collateral may be used by any Committee prior to the

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Challenge Period Termination Date to investigate the matters covered by the Claims Stipulations.

10.           Payment of Compensation.  Nothing herein shall be construed as a consent to the allowance of any professional fees or expenses of any of the Debtors or any Committee or shall limit or otherwise affect the right of the DIP Secured Parties and/or the Prepetition Secured Parties to object to the allowance and payment of any such fees and expenses.  So long as no Event of Default exists that has not been waived in writing, the Debtors shall be permitted to pay compensation and reimbursement of expenses allowed and payable under Sections 330 and 331 of the Bankruptcy Code and in accordance with the DIP Budget, with the variations permitted herein, as the same may be due and payable and the same shall not reduce the Carve-Out.

11.           Section 506(c) Claims.  The Debtors’ rights under Section 506(c) of the Bankruptcy Code are preserved until entry of a Final Order; the Debtors have agreed to seek a provision in the Final Order, in a form acceptable to the DIP Agent, that would waive the Debtors’ rights under Section 506(c).  Nothing contained in this Interim Order, in the Final Order or in the other DIP Loan Documents shall be deemed a consent by the Prepetition Secured Parties or the DIP Secured Parties to any charge, lien, assessment or claim against, or in respect of, the DIP Collateral or the Prepetition Collateral under Section 506(c) of the Bankruptcy Code or otherwise.

12.           Collateral Rights; Limitations in Respect of Subsequent Court Orders.  Without limiting any other provisions of this Interim Order, unless the DIP Agent and the Prepetition Agent have provided their prior written consent, there shall not be entered in these proceedings, or in any Successor Case, any order which authorizes (i) the obtaining of credit or the incurring of indebtedness that is secured by a security, mortgage, or collateral interest or

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other lien on all or any portion of the DIP Collateral and/or entitled to priority administrative status which is superior to or pari passu with those granted pursuant to this Interim Order to or for the benefit of the DIP Secured Parties or the Prepetition Secured Parties, or (ii) the use of Cash Collateral for any purpose other than as set forth in the DIP Budget.

13.           Proceeds of Subsequent Financing.  Without limiting the provisions and protections of paragraph 12 above, if at any time prior to the indefeasible repayment and satisfaction in full in cash of all DIP Obligations and all Prepetition Obligations (including the cash collateralization of all Letters of Credit and all prepetition letters of credit in accordance with the DIP Loan Documents and the Prepetition Loan Documents, as the case may be), and the termination of the DIP Secured Parties’ obligations to make DIP Extensions of Credit, including subsequent to the confirmation of any Chapter 11 plan or plans (the “Plan”) with respect to the Debtors, the Debtors, the Debtors’ estates, any trustee, any examiner with enlarged powers or any responsible officer subsequently appointed, shall obtain credit or incur debt in violation of this Interim Order or the other DIP Loan Documents, then all of the cash proceeds derived from such credit or debt and all Cash Collateral shall immediately be turned over to the DIP Agent or the Prepetition Agent, as the case may be, for application in accordance with paragraph 18(b) of this Interim Order, the DIP Loan Documents and the Prepetition Loan Documents, as applicable.

14.           Cash Management.  The Debtors’ cash management system shall at all times be maintained (i) in accordance with the terms of the DIP Loan Documents and any order of this Court approving the maintenance of the Debtors’ cash management system, and (ii) in a manner which in any event shall be reasonably satisfactory to the DIP Agent.  Without limiting the immediately preceding sentence, by no later than 15 days after the entry of this Interim Order, all cash collections (including, but not limited to, payments from customers with respect to accounts

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receivable) shall be directed to lock-box deposit accounts (“cash collection accounts”) pursuant to a lockbox and blocked account arrangements in form and substance satisfactory to the DIP Agent.  The DIP Agent shall be deemed to have “control” over such accounts for all purposes of perfection under the Uniform Commercial Code. The Debtors and the financial institutions where the Debtors’ cash collection accounts are maintained are authorized and directed at any time during the Dominion Period to implement daily cash sweeps from the cash collection accounts to one or more concentration accounts maintained at Deutsche Bank AG New York Branch.  Until the occurrence of an Event of Default, all amounts collected in the cash collection accounts may be used in accordance with this Interim Order and the other DIP Loan Documents; after the occurrence and during the continuance of an Event of Default, subject only to the Debtors’ rights under paragraphs 17(b) and 17(c), all such amounts shall be applied in accordance with paragraph 18(b).

15.           Disposition of DIP Collateral.  The Debtors shall not sell, transfer, lease, encumber or otherwise dispose of any portion of the DIP Collateral, except for sales of inventory and collection of accounts receivable in the ordinary course of business or, if permitted by the DIP Loan Documents, as approved by the Court to the extent required under applicable bankruptcy law.

16.           Survival of Certain Provisions.  In the event of the entry of any order converting any of these Cases into a Successor Case, the DIP Liens, the DIP Superpriority Claim, the Adequate Protection Liens and the Adequate Protection Superpriority Claim shall continue in these proceedings and in any Successor Case, and such DIP Liens, DIP Superpriority Claim, Adequate Protection Liens and Adequate Protection Superpriority Claim shall maintain their respective priorities as provided by this Interim Order.

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17.           Events of Default; Rights and Remedies Upon Event of Default.

(a)           Any automatic stay otherwise applicable to the DIP Secured Parties is hereby modified so that, upon and after the occurrence of the Termination Date, the DIP Agent and the Prepetition Agent shall, subject to subparagraph (b) of this paragraph 17, be entitled to exercise all of their rights and remedies in respect of the DIP Collateral and the Prepetition Collateral, in accordance with this Interim Order, the other DIP Loan Documents and/or the Prepetition Loan Documents, as applicable.

(b)           Upon the delivery by the DIP Agent of written notice of the occurrence of an Event of Default, in each case given to the Debtors, counsel to the Debtors, counsel for any Committee appointed in the Cases and the U.S. Trustee: (i)  the Debtors shall have no right to request or use any proceeds of any DIP Extensions of Credit or DIP Collateral, or to use Cash Collateral, other than towards the payment of the DIP Obligations as provided herein and in the other applicable DIP Loan Documents; provided, that, the Debtors may, subject to the limitations set forth herein and in the other DIP Loan Documents, use Cash Collateral and, if necessary, request and use proceeds of Advances, to pay for payroll or other expenditures incurred prior to the Termination Date which are critical to the Debtors’ operations and the preservation of the DIP Collateral; (ii) the Debtors shall deliver, or cause the delivery of, any proceeds of the DIP Extensions of Credit and DIP Collateral, and all Cash Collateral, to the DIP Agent, as provided herein and in the DIP Loan Documents; and (iii) subject to the provisions of paragraph 18, the DIP Agent shall be permitted to apply such proceeds in accordance with the terms of this Interim Order.  The Debtors and any Committee shall be entitled to an emergency hearing before this Court within five (5) business days after the giving of written notice by the DIP Agent and/or the Prepetition Agent of the occurrence of an Event of Default; provided, that the only issue that

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may be raised at such hearing shall be whether an Event of Default has in fact occurred and is continuing, and such entities hereby waive their right to seek any relief, whether under Section 105 of the Bankruptcy Code or otherwise, that would in any way impair, limit, restrict or delay the rights and remedies of the DIP Agent or the Prepetition Agent under the DIP Loan Documents or the Prepetition Loan Documents.  If the Debtors or any Committee do not contest the occurrence of the Event of Default within five (5) business days after the giving of notice thereof, or if the Debtors or any Committee do timely contest the occurrence of an Event of Default and the Court after notice and a hearing declines (or otherwise within such five (5) business day period fails) to stay the enforcement thereof, the Termination Date shall be deemed to have occurred for all purposes and the automatic stay, as to the DIP Agent and the Prepetition Agent, shall automatically terminate in all respects.  Nothing herein shall preclude the DIP Agent or the Prepetition Agent from seeking an order from the Court upon written notice (electronically (including via facsimile) in a manner that generates a receipt for delivery, or via overnight mail) to the U.S. Trustee, counsel to the Debtors and counsel to the Committee, if any, authorizing the DIP Agent and/or the Prepetition Agent to exercise any enforcement rights or remedies with respect to the DIP Collateral on less than five (5) business days’ notice, or the Debtors’ right to contest such relief.

(c)           Notwithstanding any provision of this Interim Order or the DIP Loan Documents, and subject to paragraph 20(b) herein, until the entry of a Final Order, the Debtors’ rights are preserved to seek (without using any portion of the proceeds of DIP Advances or Cash Collateral) approval of any type of debtor-in-possession financing and/or non-consensual use of Cash Collateral without the Prepetition Secured Parties’ consent, with an arms’-length lender not affiliated with the Prepetition Secured Parties or the Prepetition Noteholders, so long as all DIP

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Obligations are paid and satisfied in full (including cash collateralization of all Letters of Credit in accordance with the DIP Loan Documents), and the DIP Secured Parties’ obligations under the DIP Loan Documents are terminated, in each case prior to the Debtors incurring such alternative indebtedness (except indebtedness immediately used to pay off the DIP Obligations).  All of the Prepetition Secured Parties’ and the DIP Secured Parties’ rights to oppose any such relief are fully preserved.

(d)           Upon the occurrence of the Termination Date (but subject, only in the case of the occurrence of the Termination Date resulting from an Event of Default, to the provisions of paragraph 17(b)), the DIP Agent and the Prepetition Agent are authorized to exercise all remedies and proceed under or pursuant to the applicable DIP Loan Documents and the Prepetition Loan Documents.  All proceeds realized in connection with the exercise of the rights and remedies of the DIP Secured Parties and the Prepetition Secured Parties shall be turned over and applied in accordance with paragraph 18(b).

(e)           The automatic stay imposed under Bankruptcy Code Section 362(a) is hereby modified pursuant to the terms of the DIP Loan Documents as necessary to (i) permit the Debtors to grant the Adequate Protection Liens and the DIP Liens and to incur all DIP Obligations and all liabilities and obligations to the Prepetition Secured Parties hereunder and under the other DIP Loan Documents, as the case may be, and (ii) authorize the DIP Agent and Prepetition Agent to retain and apply payments, and otherwise enforce their respective rights and remedies hereunder.

(f)            Nothing included herein shall prejudice, impair, or otherwise affect the Prepetition Agent’s or the DIP Agent’s rights to seek (on behalf of the Prepetition Secured Parties and the DIP Secured Parties, respectively) any other or supplemental relief in respect of

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the Debtors (including, as the case may be, other or additional adequate protection) nor the DIP Agent’s or Prepetition Agent’s rights to suspend or terminate the making of DIP Extensions of Credit or use of Cash Collateral.

(g)           Notwithstanding anything in this Interim Order to the contrary, the Prepetition Agent shall not be permitted to exercise any rights or remedies for itself or the Prepetition Secured Parties unless and until the DIP Obligations are indefeasibly paid and satisfied in full in cash (including the cash collateralization of all Letters of Credit in accordance with the DIP Loan Documents).

18.           Applications of Proceeds of Collateral, Payments and Collections.

(a)           As a condition to the DIP  Extensions of Credit and the authorization to use Cash Collateral, each Debtor has agreed that proceeds of any DIP Collateral and Prepetition Collateral, any amounts held on account of the DIP Collateral or Prepetition Collateral, and all payments and collections received by the Debtors with respect to all proceeds of DIP Collateral and Prepetition Collateral, shall be used and applied in accordance with the DIP Loan Documents (including repayment and reduction of the DIP Obligations and the application of payments in accordance with the priorities between the First Out DIP Lenders and the Last Out DIP Lenders).

(b)           Subject to the Debtors’ rights under paragraphs 17(b) and 17(c) and the funding of the Carve-Out, upon and after the occurrence of the Termination Date all proceeds of DIP Collateral and Prepetition Collateral, whenever received, shall be paid and applied as follows:  (i) first, to permanently and indefeasibly repay and reduce the DIP Obligations then due and owing in accordance with the DIP Loan Documents (including in accordance with the payment priorities provided therein as between the First Out DIP Lenders and the Last Out DIP

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Lenders), until paid and satisfied in full in cash (including the cash collateralization of all Letters of Credit in accordance with the DIP Loan Documents); (ii) second, to permanently and indefeasibly repay and reduce the Prepetition Obligations then due and owing in accordance with the Prepetition Loan Documents (including in accordance with the payment priorities provided therein as between the First Out Prepetition Lenders and the Last Out Prepetition Lenders) until paid and satisfied in full in cash (including the cash collateralization of all prepetition letters of credit in accordance with the Prepetition Loan Documents); and (iii) third, to the Debtors’ estates.  For avoidance of doubt, nothing in this Interim Order shall be construed to limit the voluntary and mandatory repayment provisions set forth in the DIP Loan Documents.

19.           Proofs of Claim, etc.  None of the DIP Secured Parties or the Prepetition Secured Parties shall be required to file proofs of claim in any of the Cases or any Successor Cases for any claim allowed herein.  Notwithstanding any order entered by the Court in relation to the establishment of a bar date in any of the Cases or any Successor Cases to the contrary, the DIP Agent, on behalf of itself and the DIP Secured Parties, and the Prepetition Agent, on behalf of itself and the Prepetition Secured Parties, respectively, are hereby authorized and entitled, in each of their sole and absolute discretion, but not required, to file (and amend and/or supplement, as it sees fit) a proof of claim and/or aggregate proofs of claim in each of the Cases or any Successor Cases for any claim allowed herein; for avoidance of doubt, any such proof of claim may (but is not required to be) filed as one consolidated proof of claim against all of the Debtors, rather than as separate proofs of claim against each Debtor.  Any proof of claim filed by the DIP Agent or the Prepetition Agent shall be deemed to be in addition to and not in lieu of any other proof of claim that may be filed by any of the respective DIP Secured Parties or Prepetition Secured Parties.  Any order entered by the Court in relation to the establishment of a bar date for

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any claim (including without limitation administrative claims) in any of the Cases or any Successor Cases shall not apply to the DIP Agent, the other DIP Secured Parties, the Prepetition Agent or the other Prepetition Secured Parties.

20.           Other Rights and Obligations.

(a)           Good Faith Under Section 364(e) of the Bankruptcy Code; No Modification or Stay of this Interim Order.  Based on the findings set forth in this Interim Order and in accordance with Section 364(e) of the Bankruptcy Code, which is applicable to the DIP Facility as approved by this Interim Order, in the event any or all of the provisions of this Interim Order are hereafter modified, amended or vacated by a subsequent order of this Court or any other court, the DIP Secured Parties are entitled to the protections provided in Section 364(e) of the Bankruptcy Code, and no such appeal, modification, amendment or vacation shall affect the validity and enforceability of any advances made hereunder or the liens or priority authorized or created hereby.  Notwithstanding any such modification, amendment or vacation, any claim granted to the DIP Secured Parties hereunder arising prior to the effective date of such modification, amendment or vacation of any DIP Liens or of the DIP Superpriority Claim granted to or for the benefit of the DIP Secured Parties shall be governed in all respects by the original provisions of this Interim Order, and the DIP Secured Parties shall be entitled to all of the rights, remedies, privileges and benefits, including the DIP Liens and the DIP Superpriority Claim granted herein, with respect to any such claim.  Because the DIP Extensions of Credit are made in reliance on this Interim Order, the DIP Obligations incurred by the Debtors or owed the DIP Secured Parties prior to the effective date of any stay, modification or vacation of this Interim Order shall not, as a result of any subsequent order in the Cases or in any Successor Cases, be subordinated, lose their lien priority or superpriority administrative expense claim

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status, or be deprived of the benefit of the status of the liens and claims granted to the DIP Secured Parties under this Interim Order.

(b)           Expenses.  To the fullest extent provided in the DIP Loan Documents, the Debtors will pay all expenses incurred by the DIP Secured Parties (including, without limitation, the reasonable fees and disbursements of counsel for the DIP Secured Parties, any other local or foreign counsel that any DIP Secured Party shall retain and any internal or third-party appraisers, consultants, financial, restructuring or other advisors and auditors advising any such counsel) in connection with (i) the preparation, execution, delivery, funding and administration of the DIP Loan Documents, including, without limitation, all due diligence fees and expenses incurred or sustained in connection with the DIP Loan Documents, (ii) the Cases or any Successor Cases, or (iii) enforcement of any rights or remedies under the DIP Loan Documents.  Professionals for the Prepetition Secured Parties and the DIP Secured Parties shall not be required to comply with the U.S. Trustee fee guidelines, but shall provide reasonably detailed statements (redacted if necessary for privileged, confidential or otherwise sensitive information) to the Office of the U.S. Trustee and counsel for any Committee and the Debtors.  Thereafter, within ten (10) days of presentment of such statements, if no written objections to the reasonableness of the fees and expenses charged in any such invoice (or portion thereof) is made, the Debtors shall pay in cash all such fees and expenses of the Prepetition Agent, the DIP Agent and the DIP Secured Parties, and their advisors and professionals.  Any objection to the payment of such fees or expenses shall specify in writing the amount of the contested fees and expenses and the detailed basis for such objection.  To the extent an objection only contests a portion of an invoice, the undisputed portion thereof shall be promptly paid.  If any such objection to payment of an invoice (or any portion thereof) is not otherwise resolved between the Debtors, any Committee or the U.S.

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Trustee and the issuer of the invoice, either party may submit such dispute to the Court for a determination as to the reasonableness of the relevant disputed fees and expenses set forth in the invoice.  This Court shall resolve any dispute as to the reasonableness of any fees and expenses.  For the avoidance of doubt, and without limiting any of the forgoing or any other provision of this Interim Order, the fees specified in Section 2.08 of the DIP Credit Agreement and in (i) the Arrangement Fee and Administrative Agent Fee Letter, among the DIP Borrower, DBTCA and Deutsche Bank Securities Inc., (ii) the Upfront Fee and Exit Fee Letter, among the DIP Borrower, the Initial Revolving Credit Lenders and the Initial Last Out Term Lenders, (iii) the Restructuring Arrangement Fee Letter, between the DIP Borrower and DBTCA, and (iv) the Enhanced Yield Letter Agreement, among the DIP Borrower, the Initial Last Out Term Lenders and DBTCA, are, in each case, upon entry of this Interim Order and irrespective of any subsequent order approving or denying the DIP Facility or any other financing pursuant to Section 364 of the Bankruptcy Code, fully entitled to all protections of Section 364(e) of the Bankruptcy Code and are deemed fully earned, indefeasibly paid, non-refundable, irrevocable, and non-avoidable as of the date of this Interim Order.

(c)           Binding Effect.  The provisions of this Interim Order shall be binding upon and inure to the benefit of the DIP Secured Parties and the Prepetition Secured Parties, the Debtors, and their respective successors and assigns (including any trustee or other fiduciary hereinafter appointed as a legal representative of the Debtors or with respect to the property of the estates of the Debtors) whether in the Cases, in any Successor Cases, or upon dismissal of any such Chapter 11 or Chapter 7 case.

(d)           No Waiver.  The failure of the DIP Secured Parties or the Prepetition Secured Parties to seek relief or otherwise exercise their rights and remedies under this Interim

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Order, the other DIP Loan Documents or the Prepetition Loan Documents or otherwise, as applicable, shall not constitute a waiver of any of the DIP Secured Parties’ or Prepetition Secured Parties’ rights hereunder, thereunder, or otherwise.  Notwithstanding anything herein, the entry of this Interim Order is without prejudice to, and does not constitute a waiver of, expressly or implicitly, or otherwise impair any of the rights, claims, privileges, objections, defenses or remedies of the DIP Secured Parties or the Prepetition Secured Parties under the Bankruptcy Code or under non-bankruptcy law against any other person or entity in any court, including without limitation, the rights of the DIP Agent and the Prepetition Agent (i) to request conversion of the Cases to cases under Chapter 7, dismissal of the Cases, or the appointment of a trustee in the Cases, or (ii) to propose, subject to the provisions of Section 1121 of the Bankruptcy Code, a Plan, or (iii) to exercise any of the rights, claims or privileges (whether legal, equitable or otherwise) on behalf of the DIP Secured Parties or the Prepetition Secured Parties.

(e)           No Third Party Rights.  Except as explicitly provided for herein, this Interim Order does not create any rights for the benefit of any third party, creditor, equity holder or any direct, indirect, third party or incidental beneficiary.

(f)            Intercreditor Issues.  Nothing in this Interim Order shall be construed to convey on any individual DIP Lender or Prepetition Secured Lender any consent, voting or other rights beyond those (if any) set forth in the DIP Loan Documents and Prepetition Loan Documents, as applicable.  Nothing in this Interim Order shall be construed to impair or otherwise affect any intercreditor, subordination or similar agreement or arrangement in respect of the First Out Prepetition Obligations and the Last Out Prepetition Obligations, including, without limitation, Section 2.17 of the Prepetition Credit Agreement, or in respect of the First

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Out DIP Obligations and Last Out DIP Obligations, including, without limitation, Sections 2.20 and 8.01 of the DIP Credit Agreement, which, in each case were negotiated at arm’s length among commercially sophisticated parties, comprise an integral part of the Prepetition Secured Credit Facility and the DIP Facility (and the use of Cash Collateral), as the case may be, and are enforceable to the fullest extent provided by Section 510(a) of the Bankruptcy Code and applicable law.

(g)           Impairment.  Notwithstanding anything to the contrary in this Interim Order, the Adequate Protection Superpriority Claim may be impaired pursuant to a Chapter 11 Plan (defined in the Prepetition Lender Restructuring Support Lockup Agreement) confirmed in the Cases with the requisite vote of the Prepetition Secured Lenders holding such claims that satisfy the requirements of Section 1126(c) of the Bankruptcy Code so long as the Termination Date has not occurred and the Prepetition Lender Restructuring Support Lockup Agreement has not terminated and is otherwise in full force and effect.

(h)           No Marshaling.  Neither the DIP Secured Parties nor the Prepetition Secured Parties shall be subject to the equitable doctrine of “marshaling” or any other similar doctrine with respect to any of the DIP Collateral or the Prepetition Collateral, as applicable.

(i)            Section 552(b).  Subject to a Final Order, the DIP Secured Parties and the Prepetition Secured Parties shall each be entitled to all of the rights and benefits of Section 552(b) of the Bankruptcy Code and the “equities of the case” exception under Section 552(b) of the Bankruptcy Code shall not apply to the DIP Secured Parties or the Prepetition Secured Parties with respect to proceeds, product, offspring or profits of any of the Prepetition Collateral or the DIP Collateral.

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(j)            Amendment.  The Debtors and the DIP Agent (with the consent of the requisite DIP Secured Parties as provided in and consistent with their respective rights under the DIP Loan Documents) may amend, modify, supplement or waive any provision of the DIP Loan Documents without further notice to or approval of the Court, unless such amendment, modification, supplement or waiver (x) increases the interest rate (other than as a result of the imposition of the default rate) or fees charged in connection with the DIP Facility, (y) increases the commitments of the DIP Lenders to make DIP Extensions of Credit under the DIP Loan Documents, or (z) changes the Termination Date.  Any such amendments, modifications and supplements shall be filed with the Court.  Except as otherwise provided herein, no waiver, modification, or amendment of any of the provisions hereof shall be effective unless set forth in writing, signed by, or on behalf of, all the Debtors and the DIP Agents (after having obtained the approval of the requisite DIP Secured Parties as provided in the DIP Loan Documents) and approved by the Court after notice to parties in interest.

(k)           Priority of Terms.  To the extent of any conflict between or among (a) the express terms or provisions of any of the DIP Loan Documents, the Motion, any other order of this Court, or any other agreements, on the one hand, and (b) the terms and provisions of this Interim Order, on the other hand, unless such term or provision herein is phrased in terms of “defined in” or “as set forth in” the DIP Credit Agreement, the terms and provisions of this Interim Order shall govern.

(l)            Survival of Interim Order.  The provisions of this Interim Order and any actions taken pursuant hereto shall survive entry of any order which may be entered (i) confirming any Plan in the Cases, (ii) converting any of the Cases to a case under Chapter 7 of the Bankruptcy Code, (iii) to the extent authorized by applicable law, dismissing any of the

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Cases, (iv) withdrawing of the reference of any of the Cases from this Court or (v) providing for abstention from handling or retaining of jurisdiction of any of the Cases in this Court.  The terms and provisions of this Interim Order, including the DIP Liens and DIP Superpriority Claim granted pursuant to this Interim Order, and any protections granted to or for the benefit of the Prepetition Secured Parties (including the Adequate Protection Liens and the Adequate Protection Superpriority Claim), shall continue in full force and effect notwithstanding the entry of such order, and such DIP Liens and DIP Superpriority Claim and protections for the Prepetition Secured Parties (including the Adequate Protection Liens and the Adequate Protection Superpriority Claim) shall maintain their priority as provided by this Interim Order, the other DIP Loan Documents and the Prepetition Loan Documents (as the case may be), including any intercreditor arrangement or agreements in respect thereof, until all of the DIP Obligations and the Prepetition Obligations have been indefeasibly paid and satisfied in full in cash (including the cash collateralization of all Letters of Credit and all prepetition letters of credit in accordance with the DIP Loan Documents and the Prepetition Loan Documents, as the case may be) and discharged.

(m)          Enforceability.  This Interim Order shall constitute findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052 and shall take effect and be fully enforceable nunc pro tunc to the Petition Date immediately upon execution hereof.

(n)           No Waivers or Modification of Interim Order.  The Debtors irrevocably waive any right to seek any modification or extension of this Interim Order without the prior written consent of the DIP Agent and the Prepetition Agent, and no such consent shall be implied by any other action, inaction or acquiescence of the DIP Agent or the Prepetition Agent.  This Interim Order may not be modified to alter the priority of payment as between the

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First Out DIP Lenders and the Last Out DIP Lenders, or the relative lien priority of the DIP Liens, the Prepetition Liens and the Adequate Protection Liens.

(o)           Waiver of any Applicable Stay.  Any applicable stay (including, without limitation, under Interim Bankruptcy Rule 6004(h)) is hereby waived and shall not apply to this Interim Order.

21.           Final Hearing.

(a)           The Final Hearing to consider entry of the Final Order and final approval of the DIP Facility is scheduled for [                     ], 2009, at [    :    ] a.m. (EST) at the United States Bankruptcy Court for the District of Delaware.  If no objections to the relief sought in the Final Hearing are filed and served in accordance with this Interim Order, no Final Hearing may be held, and a separate Final Order may be presented by the Debtors and entered by this Court.

(b)           On or before October     , 2009 the Debtors shall serve, by United States mail, first-class postage prepaid, notice of the entry of this Interim Order and of the Final Hearing (the “Final Hearing Notice”), together with copies of this Interim Order and the Motion, on the Notice Parties and to any other party that has filed a request for notices with this Court prior thereto and to any Committee after the same has been appointed, or Committee counsel, if the same shall have been appointed.  The Final Hearing Notice shall state that any party in interest objecting to the entry of the proposed Final Order shall file written objections with the Clerk of the Court no later than October     , 2009 at [    :    ] pm (EST), which objections shall be served so that the same are received on or before such date by:  (a) counsel for the Debtors, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, facsimile: (▇▇▇)▇▇▇-▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇▇▇, Esq., and ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq; (b) local counsel for the Debtors, Young ▇▇▇▇▇▇▇ Stargatt & ▇▇▇▇▇▇, LLP, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇

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19801, Attn: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇; (c) counsel for the DIP Agent and the Prepetition Agent, White & Case LLP, Attn:  ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇; (d) local counsel for the DIP Agent and the Prepetition Agent, Fox Rothschild LLP, Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Citizens Bank Center, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇; (e) counsel to any Committee; (f) the U.S. Trustee; and (g) counsel to the Last Out DIP Lenders, Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇  ▇▇▇▇▇ Attn:  ▇▇▇▇ ▇. ▇▇▇▇▇▇▇.

(c)           Retention of Jurisdiction.  The Court has and will retain jurisdiction to enforce this Interim Order according to its terms.

SO ORDERED by the Court October     , 2009.

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EXHIBIT A

SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT

Dated as of October [            ], 2009

Among

ACCURIDE CORPORATION,
as Borrower

and

THE INITIAL REVOLVING CREDIT LENDERS, THE INITIAL LAST OUT TERM LENDERS AND INITIAL ISSUING BANK NAMED HEREIN,
as Initial Revolving Credit Lenders, Initial Last Out Term Lenders and Initial Issuing Bank

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Administrative Agent

and

DEUTSCHE BANK SECURITIES INC.,
as Lead Arranger and Lead Bookrunner

and

GENERAL ELECTRIC CAPITAL CORPORATION,
as Syndication Agent

TABLE OF CONTENTS

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SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT

SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT, dated as of October [          ], 2009 (this “Agreement”), among ACCURIDE CORPORATION, a Delaware corporation (the “Borrower”), the institutional lenders listed on the signature pages hereof as the initial last out term lenders (the “Initial Last Out Term Lenders”), the banks, financial institutions and other institutional lenders listed on the signature pages hereof as the initial revolving credit lenders (the “Initial Revolving Credit Lenders”), DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), as the initial issuing bank (in such capacity, the “Initial Issuing Bank”) and as administrative agent (in such capacity, together with any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties (as hereinafter defined), DEUTSCHE BANK SECURITIES INC., as lead arranger and lead bookrunner (in such capacities, the “Lead Arranger”), and GENERAL ELECTRIC CAPITAL CORPORATION, as syndication agent (in such capacity, the “Syndication Agent”).

PRELIMINARY STATEMENTS:

(1)           On October [              ], 2009 (the “Petition Date”), the Borrower and each of its Subsidiaries organized or incorporated in the United States (each a “U.S. Debtor” and collectively the “U.S. Debtors”) commenced Chapter 11 Cases Nos. [              ] and [              ] as administratively consolidated as Chapter 11 Case No. [              ] (each a “Chapter 11 Case” and collectively, the “Chapter 11 Cases”) by filing separate voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code, 11 U.S.C. 101 et seq. (the “Bankruptcy Code”), with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).  The Borrower continues to operate its business and manage its properties as a debtor-in-possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code.

(2)           Prior to the Petition Date, financing was provided to the Borrower and Accuride Canada Inc., a corporation organized and existing under the law of the Province of Ontario (“Accuride Canada”), pursuant to that certain Fourth Amended and Restated Credit Agreement, dated as of January 31, 2005 (as amended, modified or supplemented up to, but not including, the Closing Date, the “Prepetition Credit Agreement”), among the Borrower, Accuride Canada, the banks, financial institutions and other institutional lenders from time to time party thereto (the “Prepetition Lenders”) and DBTCA, as administrative agent.

(3)           Pursuant to that certain Fourth Amendment and Canadian Forbearance Agreement, dated as of October 8, 2009, among the Borrower, Accuride Canada, DBTCA, as administrative agent, and certain Prepetition Lenders (the “Fourth Amendment and Canadian Forbearance Agreement”), the Prepetition Lenders party thereto agreed to forbear from exercising any rights under the Prepetition Loan Documents (as defined below) as a result of certain defaults under the Prepetition Credit Agreement.

(4)           The Borrower has requested that the Lenders (as defined below) provide it with (i) an ABL revolving credit and letter of credit facility of up to $25,000,000 (the “Revolving Credit Facility”) and (ii) a last out term loan facility of $25,000,000 (the “Last Out Term

Facility” and, together with the Revolving Credit Facility, the “DIP Facility”), in each case on a Post Petition (as defined below) basis on the terms and conditions set forth herein.

(5)           The Lenders are willing to provide such financing only if all of the Obligations (as defined below) under the Loan Documents (as defined below) and all other obligations of the U.S. Debtors (whether as borrowers or guarantors) owing to any Lender Party under the Loan Documents (a) constitute allowed administrative expenses in the Chapter 11 Cases with priority under Section 364(c)(1) of the Bankruptcy Code over any and all other administrative expenses of the kind specified or ordered pursuant to any provision of the Bankruptcy Code, including, but not limited to, Section 105, 326, 328, 503(b) 506(c) (subject to the entry of the Final Borrowing Order), 507(a), 507(b) and 726 of the Bankruptcy Code, provided that the priority status of the Obligations and the Collateral securing the same shall be subject to the Carve-Out (as defined below) and other Liens permitted herein and pursuant to the Orders (as defined below) and (b) are secured by the Collateral in which the U.S. Debtors have an interest, in each case pursuant to the Collateral Documents (as defined below) and/or as provided in the Orders (as defined below).

(6)           Subject to the terms and conditions of this Agreement and the other Loan Documents, and subject to the terms of the Orders, the Lenders are willing to make available to the Borrower the DIP Facility as provided for herein.

NOW, THEREFORE, IT IS AGREED:

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):

“Account” means an “account” as such term is defined in Article 9 of the UCC and any and all supporting obligations in respect thereof.

“Account Debtor” means each Person who is obligated on an Account.

“Accounts Formula Amount” means on any date of determination, (x) the product of (i) 85% and (ii) the Value of the Loan Parties’ Eligible Accounts minus (y) the Dilution Reserve on such date of determination.

“Accounts Information” has the meaning specified in Section 5.03(f).

“Accuride Canada” has the meaning specified in Preliminary Statement (2).

“Accuride Erie” means Accuride Erie LP, a Delaware limited partnership (formerly known as AKW L.P.).

“Additional DIP Financing” has the meaning specified in Section 2.20(o)(iv).

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“Additional Interest” means 1.00% of the aggregate principal amount of Last Out Term Advances outstanding as of the Extension Effective Date.

“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 ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Reference: Accuride DIP Facility 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 Borrower and each Lender.

“Advance” means a Last Out Term Advance, a Revolving Credit Advance, a Swingline Advance or a 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 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.

“Affiliated Account Debtors” means, with respect to an Account Debtor, an Affiliate of such Account Debtor which is also an Account Debtor.

“Aggregate Exposure” means, at any time, the sum of (a) the aggregate principal amount of all Revolving Credit Advances outstanding at such time, (b) the aggregate principal amount of all Swingline Advances outstanding at such time (exclusive of Swingline Advances which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Credit Advances) and (c) the aggregate amount of all Letter of Credit Outstandings at such time (exclusive of Letter of Credit Outstandings that are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Credit Advances).

“Agreement” has the meaning specified in the recital of parties to this Agreement.

“Anti-Terrorism Laws” means:

(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;

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(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 (“OFAC”) of the U.S. Department of the Treasury; and

(e)           any similar law enacted in the United States of America subsequent to the date of this Agreement.

“Applicable Margin” means (i) for Advances outstanding under the Revolving Credit Facility, (x) 5.50% per annum in the case of Base Rate Advances (including Swingline Advances and Letter of Credit Advances made as Base Rate Advances) and (y) 6.50% per annum in the case of Eurodollar Rate Advances, and (ii) for Last Out Term Advances outstanding under the Last Out Term Facility, (x) 6.50% per annum in the case of Base Rate Advances and (y) 7.50% per annum in the case of Eurodollar Rate Advances.

“Applicable Percentage” means 1.00% per annum.

“Appraisal Report” shall mean any appraisal report reasonably satisfactory to the Administrative Agent and prepared by independent consultants selected by the Administrative Agent and reasonably satisfactory to the Borrower.

“Approved Plan” means a Reorganization Plan that meets the requirements set out in the Restructuring Support Lockup Agreements and the Restructuring Term Sheets.

“Assignment and Acceptance” means an assignment and acceptance entered into by a Lender Party and permitted assignee or transferee, and accepted by the Administrative Agent, in accordance with Section 8.07 and in substantially the form of Exhibit E hereto.

“Assumption Agreement” means an assumption agreement, substantially in the form of Annex 1 to the Guarantee and Collateral Agreement.

“Availability Reserve” means, with respect to the Borrowing Base, as of any date of determination, the sum (without duplication) of:

(a)          the Cash Management Reserve; plus

(b)         the Inventory Reserve; plus

(c)          the Rent Reserve; plus

(d)         the Senior Lien Reserve; plus

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such other events, conditions or contingencies (and in such amounts) in respect of which the Administrative Agent, in its Permitted Discretion, determines additional reserves should be established from time to time.

“Available LC Amount” of any Letter of Credit means, at any time, the maximum amount available to be drawn under such Letter of Credit at such time, in each case determined (x) as if any future automatic increases in the maximum amount available that are provided for in any such Letter of Credit had in fact occurred at such time and (y) without regard to whether any conditions to drawing could then be met but after giving effect to all previous drawings made thereunder.

“Avoidance Actions” shall mean the U.S. Debtors’ claims and causes of action under Sections 502(d), 544, 545, 547, 548, 549, 550 and 553 of the Bankruptcy Code and any other avoidance actions under the Bankruptcy Code and the proceeds thereof and property received thereby whether by judgment, settlement, or otherwise.

“Back-Stop Arrangements” shall mean, collectively, the Letter of Credit Back-Stop Arrangements and the Swingline Back-Stop Arrangements.

“Bankruptcy Code” has the meaning specified in Preliminary Statement (1).

“Bankruptcy Court” has the meaning specified in Preliminary Statement (1).

“Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1% and (c) the Eurodollar Rate for a Eurodollar Rate Advance denominated in U.S. Dollars with a one-month interest period commencing on such day plus 1.0%. For purposes of clause (c) of this definition, the Eurodollar Rate shall be determined using the Eurodollar Rate as otherwise determined by the Administrative Agent in accordance with the definition of Eurodollar Rate, except that (x) if a given day is a Business Day, such determination shall be made on such day (rather than on the second Business Day prior to the first day of an Interest Period) or (y) if a given day is not a Business Day, the Eurodollar Rate for such day shall be the rate determined by the Administrative Agent pursuant to preceding clause (x) for the most recent Business Day preceding such day; provided that the determination of the Eurodollar Rate for the purposes of clause (c) shall disregard (A) the rounding requirement set forth in the definition of Eurodollar Rate and (B) the last sentence in the definition of Eurodollar Rate.  Notwithstanding the foregoing, the Base Rate shall not be less than 3.50% per annum.

“Base Rate Advance” means an Advance that bears interest as provided in Section 2.07(a)(i).

“Borrower” has the meaning specified in the recital of parties to this Agreement.

“Borrower’s Account” means the account of the Borrower maintained by the Borrower with the Administrative Agent at its office at (i) ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ or (ii) such other office of the Administrative Agent as may from time

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to time hereafter be designated as such in a written notice delivered by the Administrative Agent to the Borrower and each Lender.

“Borrowing” means a Last Out Term Borrowing, Revolving Credit Borrowing or a Swingline Advance.

“Borrowing Base” means, as of any date of calculation, an amount equal to the sum of:

(a)          the Accounts Formula Amount; plus

(b)         the Inventory Formula Amount; minus

(c)          the Availability Reserves; minus

(d)         the aggregate outstanding principal amount of the Last Out Term Advances; minus

(e)          the amount of the Carve-Out pursuant to the terms of the Interim Borrowing Order or (when entered) the Final Borrowing Order, if applicable.

The Administrative Agent shall have the right (but no obligation) to review such computations in consultation with the Borrower and if, in its Permitted Discretion, such computations have not been calculated in accordance with the terms of this Agreement, the Administrative Agent shall have the right to correct any such errors in such manner it shall determine in its Permitted Discretion.

“Borrowing Base Certificate” means the Initial Borrowing Base Certificate and each Bring Down Borrowing Base Certificate.

“Bring Down Borrowing Base Certificate” has the meaning specified in Section 5.03(m).

“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 if the applicable Business Day relates to any Eurodollar Rate Advances, on which dealings are carried on in the London interbank market.

“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

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to the extent financed (i) with insurance proceeds received by the 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 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 or (b) any expenditures for the purchase price of any equipment that is purchased simultaneously with the trade-in of any existing equipment by the 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.

“Capital Security” shall mean, with respect to any Person, (a) any share of capital stock of or other unit of ownership interest in such Person and (b) any security convertible into, or any option, warrant or other right to acquire, any share of capital stock of or other unit of ownership interest in such Person.

“Capitalized Leases” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases.

“Carve-Out” has the meaning provided in the Orders.

“Cash Collateral” has the meaning set forth in the Orders.

“Cash Collateral Account” has the meaning specified in Section 5.01(r)(iii).

“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 ▇▇▇▇▇’▇ 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 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 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, that are entered into with any commercial bank meeting the requirements specified in clause (d) above, (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

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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.

“Cash Management Agreement” shall mean any agreement to provide (i) cash management services, including treasury, depository, overdraft, credit or debt card, electronic funds transfer and other cash management arrangements, (ii) commercial credit card and merchant card services, or (iii) other banking products or services as may be requested by any Loan Party, other than Letters of Credit.

“Cash Management Control Agreement” means a “control agreement” in form and substance reasonably acceptable to the Administrative Agent and containing terms regarding the treatment of all cash and other amounts on deposit in (or credited to) the respective Deposit Account governed by such Cash Management Control Agreement consistent with the requirements of Section 5.01(r).

“Cash Management Creditors” shall mean, collectively, Fifth Third Bank and each Lender and/or any Affiliate thereof that has entered into one or more Secured Cash Management Agreements, even if such Person is not or subsequently ceases to be a Lender under this Agreement for any reason, together with such Person’s or their Affiliate’s successors, if any, for so long as such Person or their Affiliate (or successor thereof) participates in such Secured Cash Management Agreement.

“Cash Management Obligations” means all obligations and liabilities (other than Debt) owing by any Loan Party to the Cash Management Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Secured Cash Management Agreement, whether such Secured Cash Management Agreement is now in existence or hereinafter arising.

“Cash Management Reserve” shall mean a reserve established by the Administrative Agent from time to time in its Permitted Discretion in respect of the Borrower’s liabilities (or potential liabilities) as part of its cash management system under any Secured Cash Management Agreements such as, but not limited to, reserves for returned items, customary charges for maintaining Deposit Accounts and similar items, as such amounts are from time to time notified by each Cash Management Creditor to the Administrative Agent and the Borrower.

“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, excluding the Permitted Investors, 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 Borrower; and/or (b) at any time Continuing Directors shall not constitute a majority of the Board of Directors of the Borrower. 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

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Borrower on the Closing 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 Closing Date, since the Closing Date), or (iii) who is recommended by at least a majority of the then Continuing Directors or who receives the vote of the Permitted Investors in his or her election by the shareholders of the Borrower.

“Chapter 11 Case” and “Chapter 11 Cases” respectively have the meanings specified in Preliminary Statement (1).

“Closing Date” has the meaning specified in Section 3.01.

“Collateral” means all Prepetition and Post Petition property (whether real, personal or mixed) of the Loan Parties, whether arising before or existing on the Petition Date or acquired thereafter, and the proceeds of all of the foregoing, with respect to which any security interests have been granted (or purported to be granted) pursuant to (a) any Collateral Document, (b) this Agreement, (c) the Interim Borrowing Order or the Final Borrowing Order, as applicable, and/or (d) any additional Final Orders or other orders of the Bankruptcy Court under the Chapter 11 Cases.

“Collateral Documents” means the Guarantee and Collateral Agreement, any Cash Management Control Agreements 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.

“Collection Bank” has the meaning specified in Section 5.01(r)(i).

“Commingled Inventory” means Inventory of the Borrower or any Subsidiary Guarantor that is commingled (whether pursuant to a consignment, a toll manufacturing agreement or otherwise) with Inventory of another Person (other than the Borrower or another Subsidiary Guarantor organized under the same jurisdiction of the Borrower or such Subsidiary Guarantor) at a location owned or leased by the Borrower or a Subsidiary Guarantor to the extent that such Inventory of the Borrower or such Subsidiary Guarantor is not readily identifiable.

“Commitment” means a Last Out Term Commitment or a Revolving Credit Commitment.

“Confidential Information” has the meaning specified in Section 8.11(a).

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

“Cram-down Plan” has the meaning provided in Section 6.01(a)(ix) hereof.

“Conversion”, “Convert” and “Converted” each refer to a conversion of Advances of one Type into Advances of the other Type pursuant to Section 2.09 or 2.10.

“Core Concentration Account” has the meaning specified in Section 5.01(r)(ii).

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“Covered Disposition” shall mean (i) any Recovery Event with respect to Collateral and (ii) any other sale, transfer, disposition or assignment of Collateral which does not give rise to an Account.

“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 Capital Securities issued by such Person with the amount of Debt represented by such Disqualified Capital Securities 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, 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

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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 Capital Securities which do not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Capital Securities as if such Disqualified Capital Securities 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 Capital Securities, such fair market value to be determined reasonably and in good faith by the Board of Directors of the issuer of such Disqualified Capital Securities. 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.

“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 Advance” means, with respect to any Lender Party at any time, the portion of any Advance (including any Mandatory Borrowing) required to be made by such Lender Party to the Borrower pursuant to Section 2.01 or 2.02 at or prior to such time that has not been made by such Lender Party or by the Administrative Agent for the account of such Lender Party pursuant to Section 2.02(g) as of such time.  In the event that a portion of a Defaulted Advance shall be deemed made pursuant to Section 2.15(a), the remaining portion of such Defaulted Advance shall be considered a Defaulted Advance originally required to be made pursuant to Section 2.01 on the same date as the Defaulted Advance so deemed made in part.

“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 Administrative Agent pursuant to Section 2.02(g) to reimburse the Administrative Agent for the amount of any Advance made by the Administrative Agent for the account of such Lender Party, (b) the Swingline Bank pursuant to Section 2.02(c) to purchase a Pro Rata Share of a participation in a Swingline Advance made by the Swingline Bank, (c) an Issuing Bank, either (i) pursuant to Section 2.03(d)(i) to purchase (as Participant) its Pro Rata Share in any Letter of Credit issued by such Issuing Bank or (ii) pursuant to Section 2.03(d)(iii) to fund (as Participant) its Pro Rata Share of any unreimbursed Letter of Credit Advance made by such Issuing Bank pursuant to any Letter of Credit issued by such Issuing Bank, (d) any other Lender Party pursuant to Section 2.13 to purchase any participation in Advances owing to such other Lender Party and (e) the Administrative Agent, the Swingline Bank or an Issuing Bank pursuant to Section 7.05 to reimburse the Administrative Agent, the Swingline Bank or such Issuing Bank for such Lender Party’s

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Pro Rata Share of any amount required to be paid by the Lender Parties to the Administrative Agent, the Swingline Bank or such Issuing Bank as provided therein.  In the event that a portion of a Defaulted Amount shall be deemed paid pursuant to Section 2.15(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 Advance or a Defaulted Amount or has notified the Administrative Agent, the Swingline Bank or any Issuing Bank that it does not intend to comply with its obligations under Sections 2.01(a), 2.01(b), 2.01(c) or 2.03(d) in circumstances where such non-compliance would constitute a breach of such Lender’s obligations under the respective Section, (b) has taken any action or become the subject of any action or proceeding of a type described in Section 6.01(f) (replacing references therein to any “Subsidiary of a Loan Party that is not a Debtor” with references to a “Lender”) or has notified the Administrative Agent, the Swingline Bank or any Issuing Bank of the same or (c) has become the subject of a takeover by a Governmental Authority or shall notify the Administrative Agent, the Swingline Bank or any Issuing Bank of the same; provided that, for purposes of (and only for purposes of) Section 2.03(d) and Section 2.15(e) and any documentation entered into pursuant to the Back-Stop Arrangements (and the term “Defaulting Lender” as used therein), the term “Defaulting Lender” shall also include, as to any Lender, at such time (i) any Affiliate of such Lender that has “control” (within the meaning provided in the definition of “Affiliate”) of such Lender that is deemed to have, or has, become the subject of any action or proceeding of a type described in Section 6.01(f) (replacing references therein to any “Subsidiary of a Loan Party that is not a Debtor” with references to a “Lender”) or has become the subject of a takeover by a Governmental Authority or does not meet a capital adequacy or liquidity requirement applicable to such Affiliate as determined by the relevant Governmental Authority, (ii) that Lender, if that Lender has previously cured a “Defaulted Advance” or a “Defaulted Amount” under this Agreement, unless such “Defaulted Advance” or “Defaulted Amount” has been cured and has subsequently ceased to exist for a period of at least 90 consecutive days prior to such time, (iii) that Lender, if it is in default with respect to its obligations under any other credit facility to which it is a party and which the Administrative Agent, the Swingline Bank or any Issuing Bank believes in good faith has occurred and is continuing, and (iv) that Lender, if that Lender has failed to make available its portion of any Advance or to fund its portion of any unreimbursed payment with respect to a Letter of Credit pursuant to Section 2.03(d)(iii) within one (1) Business Day of the date (x) the Administrative Agent (in its capacity as a Lender) or (y) (A) Revolving Credit Lenders constituting the Majority Lenders with Revolving Credit Commitments or (B) Last Out Term Lenders constituting the Last Out Requisite Lenders with Last Out Term Commitments, as the case may be, has or have, as applicable, funded its or their portion thereof.

“Deposit Account” shall mean a demand, time, savings, passbook or like account established by a Loan Party with a bank, savings and loan association, credit union or like organization located in the United States or a state thereof or the District of Columbia.

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“Dilution” shall mean, as of any date of determination, as to the Accounts owned by the Loan Parties, a percentage, based upon the experience of the immediately prior three (3) consecutive months, that is the result of dividing the U.S. Dollar amount of (a) bad debt write downs, discounts, advertising allowances, credits, volume or other rebates, returns, chargebacks, aged credits or other dilutive items with respect to such Accounts during such period, by (b) ▇▇▇▇▇▇▇▇ with respect to such Accounts during such period.

“Dilution Reserve” means, as of any date of determination, as to the Accounts owned by the Loan Parties, an amount equal to the product of (x) the amount (if positive), expressed as a percentage, by which Dilution of the Accounts owned by the Loan Parties exceeds 5.00% and (y) the Value of Eligible Accounts owned by the Loan Parties.

“DIP Budget” has the meaning specified in Section 5.03(e).

“DIP Facility” has the meaning specified in Preliminary Statement (4).

“DIP Forecast” means the Interim Initial DIP Forecast, the Initial DIP Forecast and any Updated DIP Forecast delivered in accordance with the provisions of this Agreement.

“Disbursement Account” shall mean each Deposit Account maintained by a Loan Party for its general corporate purposes, including for the purpose of paying trade payables and other operating expenses (other than a disbursement account that is an Excluded Account).

“Disqualified Capital Securities” shall mean any Capital Securities 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), (i) 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 Capital Security to receive common stock of the Borrower as sole consideration upon maturity or redemption, or (ii) is convertible into or exchangeable for (whether at the option of the issuer or the holder thereof) (a) debt securities or (b) any Capital Securities referred to in clause (i) 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 Capital Securities 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 Capital Securities.

“Domestic Subsidiary” means any Subsidiary of the Borrower that is not a Foreign Subsidiary.

“Dominion Period” shall mean any period (i) commencing on the date on which (w) an Event of Default has occurred and is continuing or (x) any Advance (other than a Last Out Term Advance) is outstanding and (ii) ending on the first date thereafter on

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which (y) no Event of Default exists and (z) there have been no Advances (other than any Last Out Term Advances) outstanding for 30 consecutive days.

“Effect of Bankruptcy” means, with respect to any contractual obligation, contract or agreement to which the Borrower or any of its Subsidiaries is a party, any default or other legal consequences arising on account of the commencement or the filing of the Chapter 11 Cases, as applicable (including the implementation of any stay), or the rejection of any such contractual obligation, contract or agreement with the approval of the Bankruptcy Court if required under applicable Law.

“Eligible Account” means, at any time, the Value of the Accounts originated by a Loan Party in the ordinary course of its business, that arise out of its bona fide sale of goods (other than promotional products) or rendition of services substantially in accordance with the provisions of any purchase order, contract or other document relating thereto, that comply in all material respects with each of the representations and warranties relating to Eligible Accounts made in the Loan Documents. The Administrative Agent shall have the right to establish, modify or eliminate reserves against Eligible Accounts from time to time in its Permitted Discretion including the right to modify or amend the exclusions set forth below. Without limiting the Administrative Agent’s discretion provided herein, Eligible Accounts shall not include any Account:

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All percentage limitations set forth above shall apply on an aggregate basis as among all Accounts whether owing to the Borrower or a Subsidiary Guarantor.  In the event that an Account which was previously an Eligible Account ceases to be an Eligible Account hereunder, such Loan Party shall notify the Administrative Agent thereof on and at the time of submission to the Administrative Agent of the next Borrowing Base Certificate.  In determining the amount of an Eligible Account, the face amount of an Account may, in the Administrative Agent’s Permitted Discretion, be reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount of all accrued and actual (A) customer deposits, (B) returns, (C) rebates, (D) discounts (which may at the Administrative Agent’s discretion, be calculated on shortest terms), (E) claims (including warranty claims), (F) credits or credits pending, (G) promotional program allowances, (H) price adjustments, (I) bonding subrogation rights to the extent not cash collateralized, (J) accrued and unpaid Taxes (including sales, excise or other taxes) of any nature at any time issued, owing, claimed by Account Debtors, granted, outstanding or payable in connection with such Accounts at such time and/or (K) finance charges and

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(ii) the aggregate amount of all cash received in respect of such Account but not yet applied by such Loan Party to reduce the amount of such Account (such net amount, the “Value”).

“Eligible Inventory” means, at any time, all of the Inventory owned by a Loan Party reflected in the most recent Borrowing Base Certificate delivered by the Borrower to the Administrative Agent, that complies in all material respects with each of the representations and warranties relating to Eligible Inventory made in the Loan Documents.  The Administrative Agent shall have the right to establish, modify or eliminate reserves against Eligible Inventory from time to time in its Permitted Discretion including the right to modify or amend the exclusions set forth below. Without limiting the Administrative Agent’s discretion provided herein, Eligible Inventory shall not include any Inventory:

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