REGISTRATION AGREEMENTRegistration Agreement • February 4th, 2009 • Accuride Corp • Motor vehicle parts & accessories • Delaware
THIS REGISTRATION AGREEMENT (this “Agreement”) is made as of February 4, 2009, by and among Accuride Corporation, a Delaware corporation (the “Company”), Sun Accuride Debt Investments, LLC, a Delaware limited liability company (“Sun”), and each Person who becomes a party to this Agreement after the date hereof by executing a joinder agreement hereto (collectively, the “Other Investors”). Otherwise undefined capitalized terms used herein are defined in Section 8 hereof.
LAST OUT DEBT AGREEMENTLast Out Debt Agreement • February 4th, 2009 • Accuride Corp • Motor vehicle parts & accessories • Delaware
This LAST OUT DEBT AGREEMENT (this “Agreement”), dated as of February 4, 2009, is entered into by and between Accuride Corporation, a Delaware corporation (the “Company”), and Sun Accuride Debt Investments, LLC (the “Investor”). Certain capitalized terms used herein are defined in Section 4.1 hereof.
SECOND AMENDMENTSecond Amendment • February 4th, 2009 • Accuride Corp • Motor vehicle parts & accessories • New York
SECOND AMENDMENT, dated as of January 28, 2009 (this “Amendment”), to the Fourth Amended and Restated Credit Agreement, dated as of January 31, 2005 (as amended from time to time, the “Credit Agreement”), among ACCURIDE CORPORATION, a Delaware corporation (the “U.S. Borrower”), ACCURIDE CANADA INC., a corporation organized and existing under the law of the Province of Ontario (the “Canadian Borrower”, and, together with the U.S. Borrower, the “Borrowers”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), CITICORP USA, INC., a Delaware corporation (“Citicorp”), as the administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, and the other agents parties thereto.
INDEMNIFICATION SUBORDINATION AGREEMENTIndemnification Subordination Agreement • February 4th, 2009 • Accuride Corp • Motor vehicle parts & accessories • Delaware
This INDEMNIFICATION SUBORDINATION AGREEMENT (this “Agreement”), dated as of February 4, 2009, is entered into by and between Accuride Corporation, a Delaware corporation (together with any current or future successors or direct or indirect parents or subsidiaries, the “Company”), on the one hand, and Sun Capital Master Securities Fund III, L.P., a Caymans Islands exempted limited partnership, Sun Capital Securities Fund III, LP, a Delaware limited partnership, Sun Capital Securities Advisors III, L.P., a Cayman Islands exempted limited partnership, Sun Capital Securities III, Ltd., a Cayman Islands exempted company, Sun Capital Securities Management III, LP, a Delaware limited partnership, Sun Capital Securities Management Services III, LLC, a Delaware limited liability company (“SCSM III”), and Sun Capital Securities III, LLC, a Delaware limited liability company (collectively, “Sun”), on the other hand. Capitalized terms used but not otherwise defined herein shall have the meanings
INDEMNIFICATION SUBORDINATION AGREEMENTIndemnification Subordination Agreement • February 4th, 2009 • Accuride Corp • Motor vehicle parts & accessories • Delaware
This INDEMNIFICATION SUBORDINATION AGREEMENT (this “Agreement”), dated as of February 4, 2009, is entered into by and between Accuride Corporation, a Delaware corporation (together with any current or future successors or direct or indirect parents or subsidiaries, the “Company”), on the one hand, and Sun Capital Securities Fund, LP, a Delaware limited partnership, Sun Capital Securities Advisors, LP, a Delaware limited partnership, Sun Capital Securities, LLC, a Delaware limited liability company, Sun Capital Securities Management, LLC, a Delaware limited liability company (“SCSM”), and Sun Capital Securities Offshore Fund, Ltd., a Cayman Islands exempted company (collectively, “Sun”), on the other hand. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 3.
CONSULTING AGREEMENTConsulting Agreement • February 4th, 2009 • Accuride Corp • Motor vehicle parts & accessories • Delaware
This CONSULTING AGREEMENT (this “Agreement”), dated as of February 4, 2009 (the “Effective Date”), is entered into by and between Accuride Corporation, a Delaware corporation (the “Company”) and Sun Capital Partners Management V, LLC, a Delaware limited liability company (the “Consultant”). The Company and Consultant are referred to herein as the “Parties”.
ACCURIDE CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • February 4th, 2009 • Accuride Corp • Motor vehicle parts & accessories • Delaware
This Indemnification Agreement (the “Agreement”) is made as of by and among Accuride Corporation, a Delaware corporation (the “Company”) and (the “Indemnitee).
INDEMNIFICATION SUBORDINATION AGREEMENTIndemnification Subordination Agreement • February 4th, 2009 • Accuride Corp • Motor vehicle parts & accessories • Delaware
This INDEMNIFICATION SUBORDINATION AGREEMENT (this “Agreement”), dated as of February 4, 2009, is entered into by and between Accuride Corporation, a Delaware corporation (together with any current or future successors or direct or indirect parents or subsidiaries, the “Company”), on the one hand, and Sun Capital Partners Management V, LLC, a Delaware limited liability company (“SCPM”), Sun Capital Partners V, L.P., a Cayman Islands exempted limited partnership, Sun Capital Advisors V, L.P., a Cayman Islands exempted limited partnership, and Sun Capital Partners V, Ltd., a Cayman Islands exempted company (collectively, “Sun”), on the other hand. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 3.
