EXECUTION COPY
AMENDMENT NO. 3 TO THE
CREDIT AGREEMENT
Dated as of March 31, 2000
AMENDMENT NO. 3 TO THE CREDIT AGREEMENT among ACCURIDE DE MEXICO, S.A. DE
C.V., a corporation organized and existing under the laws of the United Mexican
States (the "BORROWER"), ACCURIDE CORPORATION, a Delaware corporation
("ACCURIDE") and CITIBANK MEXICO, S.A., GRUPO FINANCIERO CITIBANK (the
"LENDER").
PRELIMINARY STATEMENTS:
(1) The Borrower and the Lender have entered into a Credit Agreement dated
as of July 9, 1998, as amended by the Amendment No. 1 to the Credit Agreement
dated as of September 13, 1999 and the Amendment No. 2 to the Credit Agrement
dated as of December 31, 1999 (such Credit Agreement as so amended being the
"CREDIT AGREEMENT"). Capitalized terms not otherwise defined in this Amendment
have the same meanings as specified in the Credit Agreement.
(2) Accuride Corporation, the Borrower and the Lender have entered into an
Amended and Restated Completion Guaranty Agreement dated as of May 20, 1999 (the
"COMPLETION GUARANTY").
(3) Accuride has entered into the Parent Guaranty and the Pledge Agreement
in favor of the Lender.
(4) The Lender has entered into a Participation Agreement with each of The
Bank of Nova Scotia and Comerica Bank (the "PARTICIPANTS").
(5) The Borrower and Accuride have requested the termination of the
Completion Guaranty, amendments to the Credit Agreement to reflect such
termination, and an extension of the Working Capital Termination Date to July 9,
2001.
(6) The Lender is, on the terms and conditions stated below, willing to
grant such request and the Participants are willing to consent thereto.
SECTION 1. TERMINATION OF THE COMPLETION GUARANTY. Effective as of the date
hereof and subject to the satisfaction of the conditions precedent set forth in
Section 4, the
Completion Guaranty is hereby terminated and all the Obligations of the Borrower
and Accuride under the Completion Guaranty are hereby terminated.
SECTION 2. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is,
effective as of the date hereof and subject to the satisfaction of the
conditions precedent set forth in Section 4, hereby amended as follows:
(a) The definitions of the terms "Completion", "Completion Date",
"Completion Default" and "Completion Guaranty" contained in Section 1.01 of
the Credit Agreement are deleted in their entirety, and the term
"Completion Guaranty" is deleted from the definition of "Loan Documents"
contained in Section 1.01 of the Credit Agreement.
(b) Section 6.02 of the Credit Agreement is amended by deleting in
their entirety subsections (m) and (r) of such Section 6.02.
SECTION 3. WORKING CAPITAL COMMITMENT EXTENSION. The Lender hereby agrees
that the current Working Capital Termination Date now in effect under the Credit
Agreement shall, effective as of the date hereof and subject to the satisfaction
of the conditions precedent set forth in Section 4, be automatically extended to
July 9, 2001 pursuant to Section 2.12(a) of the Credit Agreement (except if any
Default shall have occurred and be continuing on the 91st day prior to such
current Working Capital Termination Date), and that it will not provide the
written notice to the Borrower referred to in Section 2.12(b) of the Credit
Agreement on or before the 90 days prior to such current Working Capital
Termination Date.
SECTION 4. CONDITIONS OF EFFECTIVENESS. (a) This Amendment shall become
effective as of the date first above written when, and only when, the Lender
shall have received (i) counterparts of this Amendment executed by the Borrower,
Accuride and the Lender and (ii) counterparts of the Consent of the Participants
attached hereto executed by the Participants and, in addition, (b) Sections 1, 2
and 3 hereof shall become effective when, and only when, the Borrower shall have
paid to the Lender a fee equal to 0.25% of 1% of the sum of the Term Commitment
(whether used or unused) and the Working Capital Commitment (whether used or
unused).
SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE BORROWER. The Borrower
represents and warrants as follows:
(a) the representations and warranties contained in each Loan
Document (as defined in the Credit Agreement as amended hereby) are correct
in all material respects on and as of the date hereof as though made on and
as of such date other than any such representations or warranties that, by
their terms, refer to a specific date other than the date hereof, in which
case as of such specific date; and
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(b) no event has occurred and is continuing that constitutes a
Default (as defined in the Credit Agreement as amended hereby).
SECTION 6. REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS. (a) On and after
the effectiveness of this Amendment, each reference in the Credit Agreement to
"this Agreement", "hereunder", "hereof" or words of like import referring to the
Credit Agreement, and each reference in the Notes and each of the other Loan
Documents to "the Credit Agreement", "thereunder", "thereof" or words of like
import referring to the Credit Agreement, shall mean and be a reference to the
Credit Agreement, as amended by this Amendment.
(b) The Credit Agreement is and shall continue to be in full force
and effect and is hereby in all respects ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of the Lender under any of the Loan Documents, nor
constitute a waiver of, or a consent from, any of the terms and conditions
of any of the Loan Documents.
SECTION 7. ACCURIDE CONSENT. Accuride as Guarantor under the Parent
Guaranty and as Pledgor under the Pledge Agreement hereby consents to this
Amendment and hereby confirms and agrees that, notwithstanding the effectiveness
of this Amendment, the Parent Guaranty and the Pledge Agreement are, and shall
continue to be, in full force and effect and are hereby ratified and confirmed
in all respects.
SECTION 8. COSTS AND EXPENSES. The Borrower agrees to pay on demand all
costs and expenses of the Lender in connection with the preparation, execution,
delivery and administration, modification and amendment of this Amendment and
the other documents to be delivered in connection herewith (including, without
limitation, the reasonable fees and expenses of counsel for the Lender) in
accordance with the terms of Section 7.04 of the Credit Agreement.
SECTION 9. EXECUTION IN COUNTERPARTS. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute but one and the same agreement. Delivery
of an executed counterpart of a signature page to this Amendment by telecopier
shall be effective as delivery of a manually executed counterpart of this
Amendment.
SECTION 10. GOVERNING LAW. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
ACCURIDE DE MEXICO, S.A. DE C.V.
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Director General
ACCURIDE CORPORATION
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
CITIBANK MEXICO, S.A., GRUPO
FINANCIERO CITIBANK
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
CONSENT OF
PARTICIPANTS
Dated as of March 31, 2000
Reference is made to the Amendment No. 3 to the Credit Agreement dated as
of March __, 2000 (the "AMENDMENT"; the terms defined in the Amendment or the
Credit Agreement (as defined in the Amendment) being used herein as therein
defined) among Accuride de Mexico, S.A. de C.V., a corporation organized and
existing under the laws of the United Mexican States, Accuride Corporation, a
Delaware corporation, and Citibank Mexico, S.A., Grupo Financiero Citibank (the
"LENDER").
Each Participant named below as a party to a Participation Agreement with
the Lender, hereby (a) consents to the Amendment and hereby confirms and agrees
that, notwithstanding the effectiveness of the Amendment, the Participation
Agreement to which such Participant is a party is, and shall continue to be, in
full force and effect and is hereby ratified and confirmed in all respects, and
(b) agrees that it will not deliver to the Lender the written notice (to the
effect that such Participant does not agree to the extension of the Working
Capital Termination Date) referred to in Section 6(c) of the Participation
Agreement on or before 95 days prior to the current Working Capital Termination
Date now in effect under the Credit Agreement.
This Consent may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute but
one and the same Consent. Delivery of an executed counterpart of a signature
page to this Consent by telecopier shall be effective as delivery of a manually
executed counterpart of this Consent.
This Consent shall be governed by, and construed in accordance with, the
law of the State of New York.
THE BANK OF NOVA SCOTIA
By /s/ F.C.H. ▇▇▇▇▇
--------------------------------
Name: F.C.H. ▇▇▇▇▇
Title: Senior Manager Loan Operations
COMERICA BANK
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Assistant Vice President
