SECOND FORBEARANCE AGREEMENT

  Username:

  Password:

Exhibit 10.2

THIS SECOND FORBEARANCE AGREEMENT (this “ Second Forbearance Agreement ”), dated as of September 30, 2009, is entered into by and among certain holders of the 8-1/2% Senior Subordinated Notes due 2015 (“ Notes ”) issued pursuant to an indenture dated as of January 31, 2005 (the “ Indenture ”) among the Issuer (as defined below), certain guarantors (the “ Guarantors ”) and The Bank of New York Mellon Trust Company, N.A.(f.k.a. The Bank of New York Trust Company, N.A.), as Trustee (the “ Trustee ”), which holders are signatories hereto (each individually a “ Holder ” and collectively, “ Holders ”), and Accuride Corporation, a Delaware corporation (“ Issuer ”).

W I T N E S S E T H :

WHEREAS, the Issuer has not paid the $11,687,500 of interest on the Notes due on August 3, 2009 and such interest remains unpaid as of the date hereof;

WHEREAS, pursuant to Section 501(ii) of the Indenture, such failure to pay interest constitutes an Event of Default;

WHEREAS, the Issuer is engaged in discussions with lenders under its Senior Credit Facilities and with the Holders regarding a restructuring of its capital structure (a “ Restructuring ”);

WHEREAS, Holders entered into a forbearance agreement dated as of August 31, 2009, pursuant to which Holders agreed to provisionally forbear from exercising their rights and remedies under the Indenture and the Notes as a result of the foregoing default until September 30, 2009;

WHEREAS, the Issuer has requested that Holders agree to extend the provisional forbearance of the Specified Default (as defined below) through the Second Forbearance Termination Date (as defined below) in order to afford the Issuer and Holders an opportunity to continue discussions and attempt to finalize a Restructuring on terms and conditions acceptable to Holders (in their sole discretion);

WHEREAS, Holders are willing to agree to extend the provisional forbearance of the Specified Default through the Second Forbearance Termination Date, subject to the terms and conditions and to the extent set forth herein and without any advance understanding or agreement by Holders to consent to any proposed terms of Restructuring or the consummation of any transaction for which consent or waiver would be required under the Indenture; and

WHEREAS, the parties hereto desire to enter into this Second Forbearance Agreement to evidence and effectuate such extension of the provisional forbearance, subject to the terms and conditions and to the extent set forth herein.

NOW, THEREFORE, in consideration of the foregoing, and the respective agreements, warranties and covenants contained herein, the parties hereto agree, covenant and warrant as follows:

1. Definitions

1.1 Definitions . As used herein, the following terms shall have the respective meanings given to them below:

(a) “ Second Forbearance Agreement ” shall mean this Second Forbearance Agreement by and among Issuer and Holders, as the same now exists or may hereafter be amended, modified, extended, renewed, restated or replaced.

(b) “ Second Forbearance Termination Date ” shall mean the earliest to occur of October 5, 2009, or the date of the occurrence of any Termination Event.

(c) “ Third Temporary Waiver ” shall mean that certain Third Temporary Waiver Agreement, dated as of September 15, 2009, by and among Accuride Corporation, Accuride Canada Inc., the lenders party thereto and Citicorp USA, Inc.

(d) “Third Temporary Waiver Termination Date ” shall have the meaning ascribed to it in the Third Temporary Waiver.

(e) “ Senior Credit Facilities ” shall mean the credit agreement dated as of January 31, 2005, as amended from time to time, among the Issuer, Accuride Canada Inc., a corporation organized and existing under the law of the Province of Ontario, the lenders named therein, Deutsche Bank Trust Company Americas (as successor to Citicorp USA, Inc.), as the administrative agent, and other agent parties thereto.

(f) “ Termination Event ” shall mean the occurrence of any of the following events:

(i) any Event of Default, other than the Specified Default;

(ii) any breach of any of the conditions or agreements provided in this Second Forbearance Agreement, including, without limitation, the covenant set forth in Section 4.1 (it being agreed that prior to declaring a Termination Event for failure to satisfy the covenant in Section 4.1, Holders or their representative must first provide the Company with notice of the breach and at least two (2) days to cure such breach) ;

(iii) the Trustee pursues any other remedies or rights permitted under Section 502 or 503 of the Indenture (notwithstanding its having received the notice required by the last sentence of Section 2.1(a));

(iv) the lenders under the Senior Credit Facilities accelerate the obligations under the Senior Credit Facilities or pursue any remedies or rights in respect of the Senior Credit Facilities permitted by Section 7.01 of the Senior Credit Facilities; or

(v)

This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms.