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DOCUMENT TITLE:  CONVERTIBLE NOTES COMMITMENT AGREEMENT .
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Clause Heading
1 - The Rights Offering.
2 - The Backstop Commitment.
3 - Representations and Warranties of the Issuer.
(a) - Accuracy of Information.
(b) - Incorporation and Qualification.
(c) - Corporate Power and Authority.
(e) - No Conflict.
(d) - Execution and Delivery; Enforceability.
(f) - Consents and Approvals.
(g) - Financial Statements.
(h) - No Material Adverse Change.
(i) - No Violation or Default; Licenses and Permits.
(j) - Legal Proceedings.
(k) - Independent Accountants.
(l) - Title to Intellectual Property.
(m) - No Undisclosed Relationships.
(n) - Investment Company Act.
(o) - Compliance With Environmental Laws.
(r) - Insurance.
(p) - Compliance With ERISA.
(q) - Accounting Controls.
(s) - No Unlawful Payments.
(t) - No Restrictions on Certain Dividends and Other Payments.
(u) - No Brokers Fees.
(w) - Title to Real and Personal Property.
(v) - Labor Relations.
(x) - Tax Matters.
4 - Representations and Warranties of the Investors.
(a) - Organization.
(b) - Corporate Power and Authority.
(c) - Execution and Delivery.
(d) - No Conflicts.
(e) - Proceedings.
(g) - Sufficiency of Funds.
(h) - Sophistication and Investment Intent.
(i) - Information.
5 - Additional Covenants of the Issuer.
(a) - First Day Motions, Disclosure Statement and Plan.
(b) - Rights Offering.
(c) - Notification.
(d) - Unsubscribed New Notes.
(e) - Use of Proceeds.
(f) - No Stabilization.
(g) - Registration Rights Agreement.
(i) - Access to Information.
(j) - Financial Information.
(k) - Amendments to Organizational Documents.
(h) - Conduct of Business.
6 - Additional Covenants of the Investors.
(a) - No Inconsistent Action.
(b) - Transfer Restrictions.
(a) - Conditions to the Obligations of Each Party.
(i) - Confirmation Order.
(ii) - Conditions to Confirmation.
(iii) - Documentation.
(iv) - Rights Offering.
(v) - No Restraint.
(vi) - HSR Act; Regulatory Approvals.
(vii) - No Legal Impediment to Issuance.
(viii) - Consents.
(b) - Conditions to the Obligations of the Investors.
(i) - Representations and Warranties and Covenants.
(ii) - No Material Adverse Change.
(iii) - Liquidity.
(iv) - Purchase Notice.
(v) - Fees, Etc.
(vi) - Registration Rights Agreement.
(vii) - Terms of New Notes.
(c) - Conditions to the Obligations of the Issuer.
8 - Indemnification.
9 - Acknowledgements and Agreements of the Debtors.
10 - Defaulting Investor.
11 - Survival of Representations and Warranties.
12 - Termination.
13 - Competing Transactions.
14 - Notices.
15 - Assignment; Third Party Beneficiaries.
16 - Prior Negotiations; Entire Agreement.
17 - Governing Law; Jurisdiction.
18 - Counterparts.
19 - Waivers and Amendments.
20 - Headings.
21 - Specific Performance.
A - Petition Date.
B - Jurisdiction and Venue.
C - Committee Formation.
D - Notice.
(i) - AccuCorp and Accuride Canada Inc.
F - Stipulations as to Prepetition Secured Credit Facility.
(i) - Prepetition Obligations.
(ii) - Enforceability, etc.
(iii) - Enforceability, etc.
(iv) - Indemnity.
(v) - No Control.
(vi) - No Claims, Causes of Action.
(vii) - Release.
G - Immediate Need for Postpetition Financing and Use of Cash Collateral.
H - No Credit Available on More Favorable Terms.
I - Use of Cash Collateral and Proceeds of the DIP Facility, DIP Collateral and Prepetition Collateral.
J - Adequate Protection for Secured Parties.
K - Section 552.
L - Extension of Financing.
N - Relief Essential; Best Interest.
1 - Motion Granted.
(a) - DIP Obligations, etc.
(b) - Authorization to Borrow, etc.
(c) - Conditions Precedent.
(d) - DIP Collateral.
(e) - DIP Liens.
(f) - Other Provisions Relating to the DIP Liens.
(g) - Superpriority Administrative Claim Status.
3 - Authorization and Approval to Use Cash Collateral and Proceeds of DIP Facility.
4 - Adequate Protection for Prepetition Secured Parties.
(a) - Adequate Protection Liens.
(b) - Adequate Protection Superpriority Claims.
(I) - First Out Prepetition Lenders:
(II) - Last Out Prepetition Lenders:
5 - Monitoring of Collateral.
6 - Financial Reporting, etc.
10 - Payment of Compensation.
12 - Collateral Rights; Limitations in Respect of Subsequent Court Orders.
7 - DIP Lien and Adequate Protection Replacement Lien Perfection.
8 - Reservation of Certain Third Party Rights and Bar of Challenges and Claims.
9 - Carve-Out.
13 - Proceeds of Subsequent Financing.
14 - Cash Management.
15 - Disposition of DIP Collateral.
16 - Survival of Certain Provisions.
17 - Events of Default; Rights and Remedies Upon Event of Default.
18 - Applications of Proceeds of Collateral, Payments and Collections.
19 - Proofs of Claim, etc.
20 - Other Rights and Obligations.
(d) - No Waiver.
(b) - Expenses.
(c) - Binding Effect.
(e) - No Third Party Rights.
(f) - Intercreditor Issues.
(g) - Impairment.
(h) - No Marshaling.
(j) - Amendment.
(k) - Priority of Terms.
(l) - Survival of Interim Order.
(m) - Enforceability.
(n) - No Waivers or Modification of Interim Order.
(o) - Waiver of any Applicable Stay.
21 - Final Hearing.
(c) - Retention of Jurisdiction.
ARTICLE I - DEFINITIONS AND ACCOUNTING TERMS
ARTICLE II - AMOUNTS AND TERMS OF THE ADVANCES
SECTION 2.01 - Last Out Term Advances, Revolving Credit Advances and Swingline Advances.
(b) - Revolving Credit Advances.
(b) - Revolving Credit Advances.
(c) - Swingline Advances.
SECTION 2.02 - Making Last Out Term Advances, Revolving Credit Advances and Swingline Advances.
(a) - Letters of Credit.
(b) - Maximum Letter of Credit Outstandings; Final Maturities.
(c) - Letter of Credit Requests, Minimum Stated Amount.
(d) - Letters of Credit Participations.
(e) - Agreement to Repay Letter of Credit Advances.
(f) - Increased Costs.
(g) - Cash Collateralization.
SECTION 2.04 - Repayment of Advances.
SECTION 2.05 - Termination or Reduction of Commitments.
(b) - Mandatory.
(b) - Mandatory.
SECTION 2.06 - Prepayments.
SECTION 2.07 - Interest.
(i) - Base Rate Advances.
(ii) - Eurodollar Rate Advances.
(b) - Default Interest.
(c) - Notice of Interest Rate.
(d) - Interest Rate Determination.
(b) - Letter of Credit Fees, Etc.
(c) - Administrative Agents Fees.
(d) - Other Fees.
(e) - Last Out Yield Enhancement.
SECTION 2.09 - Conversion of Advances.
SECTION 2.10 - Increased Costs, Etc.
SECTION 2.11 - Payments and Computations.
SECTION 2.12 - Taxes.
SECTION 2.13 - Sharing of Payments, Etc.
SECTION 2.14 - Use of Proceeds.
SECTION 2.15 - Defaulting Lenders.
SECTION 2.16 - Superpriority Nature of Obligations.
SECTION 2.17 - Bailee for Perfection.
SECTION 2.18 - No Discharge; Survival of Claims.
(a) - Request for Extension.
(b) - Conditions to Effectiveness of Extension.
SECTION 2.20 - Last Out Term Advances.
(a) - General.
(b) - Principal Payments.
(c) - Interest and Other Payments.
(d) - Fees, Costs and Expenses.
(e) - Gross-Up Payments.
(f) - Turnover.
(g) - Liens.
(k) - Judgment Creditors.
(h) - Exclusive Administration of First Out Obligations.
(i) - Exclusive Enforcement.
(j) - Disgorgement.
(l) - Asset Sales.
(m) - Voting Rights.
(n) - Lender Meetings and Information.
(o) - Agreements Regarding Chapter 11 Cases.
(p) - No Restriction on Rights.
(q) - Set-off by Last Out Term Lenders.
(r) - Assignment.
(s) - Reliance, Etc.
SECTION 3.01 - Conditions Precedent to Initial Availability.
(a) - DIP Credit Agreement.
(b) - Fourth Amendment and Canadian Forbearance Agreement.
(c) - Legal Structure and Constitutional Documents.
(d) - No Material Adverse Effect.
(e) - No Litigation.
(g) - Payment of Fees.
(h) - Payment of Enhanced Yield.
(i) - Payment of Costs and Expenses.
(j) - Corporate Documents; Officers Certificates; Copies of Documents; Etc.
(vii) - Financial Statements.
(viii) - Interim Initial DIP Forecast.
(ix) - Accounts Information.
(x) - Legal Opinions.
(xi) - Borrowing Base Certificate.
(xii) - Borrowing Base Appraisal and Collateral Examination.
(k) - Insurance.
(l) - Know Your Customer Documentation.
(m) - Interim Borrowing Order.
(n) - First Day Orders and Payments.
(o) - Noteholder Restructuring Support Lockup Agreement.
(p) - New Capital.
(q) - Prepetition Lender Restructuring Support Lockup Agreement.
(r) - Restructuring Term Sheets.
SECTION 3.02 - Conditions Precedent to Full Availability.
SECTION 3.03 - Conditions Precedent to Each Borrowing and Issuance.
(a) - Notice of Last Out Term Borrowing; Notice of Revolving Credit Borrowing; Notice of Swingline Borrowing; Letter of Credit Request.
(b) - Orders.
(c) - Anti-Cash Hoarding Condition.
(d) - Delivery of Borrowing Base Certificate.
(e) - Compliance with Borrowing Base.
SECTION 4.01 - Representations and Warranties of the Borrower.
(c) - Due Authorization of Loan Documents; Non-Contravention, Etc.
(d) - Governmental and Third Party Approvals.
(a) - Loan Parties - Due Organization and Formation; Good Standing; Corporate, Company and Partnership Power and Authority; Capital Stock.
(e) - Due Execution and Delivery; Binding Obligation.
(f) - Historical Financial Statements.
(g) - Forecasts.
(h) - DIP Forecast.
(i) - DIP Budget.
(j) - Other Information.
(k) - Litigation, Etc.
(l) - Compliance with Margin Regulations.
(m) - Employee Benefit Plans and ERISA Related Matters.
(n) - Environmental Matters.
(o) - Securities Laws.
(p) - Taxes.
(q) - Labor Matters.
(r) - Prepetition Debt.
(s) - Owned Real Property.
(t) - Leased Real Property.
(u) - Leases of Real Property.
(v) - Intellectual Property.
(w) - Collateral Documents.
(x) - Anti-Terrorism Laws.
(y) - Borrowing Base Calculation.
(z) - Accounts.
(aa) - Inventory.
(bb) - Material Contracts.
(cc) - Chapter 11 Cases.
(dd) - Orders.
(ee) - Enforcement of Remedies.
SECTION 5.01 - Affirmative Covenants.
(a) - Compliance with Laws, Etc.
(b) - Payment of Taxes, Etc.
(c) - Maintenance of Insurance.
(d) - Preservation of Corporate, Limited Liability Company and Partnership Existence, Etc.
(e) - Conduct of Business.
(f) - Visitation and Inspection Rights.
(j) - Transactions with Affiliates.
(k) - Covenant to Guarantee Obligations and to Give Security.
(l) - Compliance with Environmental Laws.
(g) - Appraisals and Field Exams.
(h) - Keeping of Books.
(i) - Maintenance of Properties, Etc.
(m) - Preparation of Environmental Reports.
(n) - Retention of Advisors to the Debtors.
(o) - Financial Advisor.
(p) - Know Your Customer Requests.
(q) - Certain Milestones.
(r) - Restricted Accounts.
(i) - Lockbox Accounts.
(ii) - Core Concentration Account.
(iii) - Cash Collateral Account.
(iv) - Other Accounts.
(s) - Covered Dispositions.
(t) - Qualified Secured Cash Management Agreements.
SECTION 5.02 - Negative Covenants.
(a) - Liens, Etc.
(ii) - Permitted Liens;
(b) - Debt.
(ii) - Debt under the Loan Documents;
(c) - Mergers, Etc.
(e) - Investments in Other Persons.
(ii) - Investments by the Borrower and its Subsidiaries in Cash Equivalents;
(f) - Dividends, Etc.
(h) - Amendment, Etc.
(i) - Partnerships, Etc.
(j) - Negative Pledge.
(k) - New Collateral Locations.
(l) - No Additional Deposit Accounts, Etc.
(m) - Pleadings in the Chapter 11 Cases.
(n) - Carve-Out.
(o) - Return of Inventory.
(p) - Critical Vendor and Other Payments.
SECTION 5.03 - Reporting Requirements.
(a) - Annual Financials.
(b) - Quarterly Financials.
(c) - Monthly Financials.
(f) - Accounts Information.
(g) - Variance Report.
(d) - DIP Forecast.
(e) - DIP Budget.
(h) - ERISA.
(i) - Environmental Conditions.
(j) - Default or Litigation Notice.
(k) - Amendment of Documents.
(l) - Securities Reports/Other Information.
(n) - Chapter 11 Case Filings.
(o) - Information Under Other Documentation.
(p) - Additional Information.
SECTION 5.04 - Financial Covenants.
(a) - Minimum Cumulative Net Cash Flow.
(m) - Borrowing Base Certificate.
(b) - Minimum Liquidity.
(c) - Receipts and Disbursements Variance.
(d) - FAS 159.
SECTION 6.01 - Events of Default.
(a) - Non-payment.
(b) - Representations and Warranties.
(c) - Specific covenants.
(d) - Other defaults.
(e) - Cross-Default.
(f) - Bankruptcy, etc.
(g) - Judgments.
(h) - Invalidity of Loan Documents.
(i) - Collateral Documents.
(j) - Noteholder Restructuring Support Lockup Agreement.
(k) - New Capital Commitment Agreement.
(l) - Change of Control.
(m) - ERISA.
(n) - Chapter 11 Cases.
(ii) - Superpriority Claim.
(iii) - Relief from Automatic Stay.
(iv) - Validity of Orders.
(v) - Compliance with terms of Orders.
(vi) - Modification of Orders.
(vii) - Abstention by Bankruptcy Court.
(viii) - New Credit.
(ix) - Cram-down Plan.
(x) - Prepetition Payments.
(xi) - Avoidance Actions.
(xii) - Support Actions.
(xiii) - Pleadings.
(xiv) - Last Out Term Advances.
(xv) - Termination of Exclusive Right to File.
(xvi) - Material Adverse Effect.
(o) - Material Impairment.
SECTION 6.02 - Application of Funds.
SECTION 7.01 - Authorization and Action.
SECTION 7.02 - Administrative Agents Reliance, Etc.
SECTION 7.03 - DBTCA and Affiliates.
SECTION 7.04 - Lender Party Credit Decision.
SECTION 7.05 - Indemnification.
SECTION 7.06 - Successor Administrative Agent.
SECTION 7.07 - Lead Arranger; Syndication Agent.
SECTION 7.08 - Collateral Matters.
SECTION 7.09 - Delivery of Information.
SECTION 8.01 - Amendments, Etc.
(b) - All First Out Lenders.
(c) - Affected First Out Lenders.
(d) - All Last Out Term Lenders.
(e) - Affected Last Out Term Lenders.
(f) - Last Out Requisite Lenders.
(g) - Supermajority Revolving Credit Lenders.
(h) - Swingline Bank, Issuing Bank and Administrative Agent.
SECTION 8.05 - Right of Set off.
SECTION 8.02 - Notices, Etc.
SECTION 8.03 - No Waiver; Remedies.
SECTION 8.04 - Costs, Expenses.
SECTION 8.06 - Binding Effect.
SECTION 8.07 - Assignments and Participations.
SECTION 8.08 - Replacements of Lenders Under Certain Circumstances.
SECTION 8.09 - Execution in Counterparts.
SECTION 8.10 - No Liability of an Issuing Bank.
SECTION 8.11 - Confidentiality.
SECTION 8.12 - Release of Collateral.
SECTION 8.13 - USA Patriot Act.
SECTION 8.15 - Judgment.
SECTION 8.14 - Jurisdiction, Etc.
SECTION 8.16 - Governing Law.
SECTION 8.17 - Waiver of Jury Trial.
SECTION 8.18 - Parties Including Trustees; Bankruptcy Court Proceedings.
SECTION 8.19 - Prepetition Loan Documents.
SECTION 8.20 - Conflict of Terms.