Exhibit
10.3


 


Termination of Shareholder
Rights Agreement


 


This Termination Agreement (this “Agreement”)
is entered into this 15th day of September 2007 by and among Accuride
Corporation, a Delaware corporation (“Accuride”), Hubcap Acquisition L.L.C., a
Delaware limited liability company (“Hubcap”), and the following parties which
shall be collectively referred to as the “Trimaran Parties”:  Trimaran Capital, L.L.C., Trimaran Fund II,
L.L.C., Trimaran Parallel Fund II, L.P., CIBC Employee Private Equity Fund
(Trimaran) Partners, and CIBC Capital Corporation.  Each of the parties listed above may be
referred to as a “Party” and collectively as the “Parties.”


 


WHEREAS, Accuride and certain of its
Stockholders, including Hubcap and the Trimaran Parties, entered into that
certain Shareholder Rights Agreement (the “Rights Agreement”), dated January
31, 2005;


 


WHEREAS, Hubcap has liquidated its
ownership of Accuride common stock and is no longer a shareholder of Accuride;


 


WHEREAS, the majority of
Stockholders under the Rights Agreement have liquidated their ownership of
Accuride common stock pursuant to transactions permitted under the Rights
Agreement;


 


WHEREAS, the Rights Agreement
provides that it may be terminated only with the prior written consent of
Accuride, the KKR Parties owning a majority of the Common Stock and Convertible
Securities held by the KKR Parties, and the Trimaran Parties holding a majority
of the Common Stock and Convertible Securities held by the Trimaran Parties;
and


 


WHEREAS, Accuride, Hubcap and the
Trimaran Parties now wish to terminate the Rights Agreement:


 


Agreement


NOW THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:


 


1.             The Recitals set forth
above are incorporated herein and made a part of this Amendment.


 


2.             Capitalized terms
not otherwise defined in this Agreement shall have the meaning provided in the
Rights Agreement.


 


3.             The
Parties agree that the Rights Agreement is hereby terminated and of no further
effect.


 


4.             This Agreement may be executed in one or
more counterparts, each of which will be deemed an original, but all of which
constitute but one and the same instrument.


 


 


In Witness Whereof, the parties have
caused their authorized agents to execute this Agreement on this day, October
31, 2002.


 


	
   

  	
  Accuride Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
        /s/ Terrence
  J. Keating     

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Hubcap Acquisition L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
       /s/ James H. Greene,
  Jr.     

  
	
   

  	
   

  	
   

  
	
   

  	
  Title: 

  	
       President

  



 


 

















 


 


	
   

  	
  Trimaran Capital, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
       /s/ Jay
  Bloom     

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
       Managing
  Member     

  
	
   

  	
   

  	
   

  
	
   

  	
  Trimaran Fund II, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
       /s/ Jay
  Bloom     

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
       Managing
  Member     

  
	
   

  	
   

  	
   

  
	
   

  	
  Trimaran Parallel Fund II, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
       /s/ Jay
  Bloom     

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
       Managing
  Member     

  
	
   

  	
   

  	
   

  
	
   

  	
  CIBC Employee Private Equity Fund (Trimaran) Partners

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
       /s/ Jay
  Bloom     

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
       Member

  
	
   

  	
   

  	
   

  
	
   

  	
  CIBC Capital Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
       /s/ Jay
  Bloom     

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
       Member