Exhibit
4.2


 


AMENDED AND RESTATED REGISTRATION RIGHTS
AGREEMENT


 


This Amended
and Restated Registration Rights Agreement (this “Agreement”) is entered into
as of January 31, 2005, and is made by and among Accuride Corporation, a
Delaware corporation (the “Issuer”), and each of the Stockholders (as
defined below).


 


RECITALS


 


WHEREAS,
pursuant to that certain Agreement and Plan of Merger, dated as of December 24,
2004, as amended (the “Merger Agreement”), by and among the Issuer, Amber
Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the
Issuer, Transportation Technologies Industries, Inc., a Delaware corporation,
those persons identified as Signing Stockholders therein (including the
Stockholders), and Andrew Weller, Jay Bloom and Mark Dalton, as the Company
Stockholders Representatives, the Issuer has agreed to enter into this
Agreement as a condition to the consummation of the transactions contemplated
thereby; and


 


WHEREAS, the
Issuer and each of the Stockholders has entered into a Shareholders Rights
Agreement, dated as of January 31, 2005 (the “Stockholders Agreement”),
which includes, among other things, restrictions on the Stockholders’ ability
to Transfer shares of Common Stock held by the Stockholders, which restrictions
shall be applicable notwithstanding anything set forth in this Agreement; and


 


WHEREAS, the Issuer
and the Stockholders desire to provide for the registration under the
Securities Act of 1933, as amended, of the Registrable Securities (as defined
below), all according to the terms of this Agreement; and


 


WHEREAS, the
Issuer and the parties to the Registration Rights Agreement dated January 21,
1998 by and between the Issuer and Hubcap Acquisition L.L.C. (the “Existing
Registration Rights Agreement”) wish to amend and restate the Existing
Registration Rights Agreement as provided herein and to terminate the Existing
Registration Rights Agreement; and


 


WHEREAS, as an
inducement to such Stockholders to enter into the Merger Agreement, the Stockholders
and the Issuer have agreed to enter into this Agreement, on the terms and
subject to the conditions set forth herein.


 


NOW,
THEREFORE, in consideration of the mutual agreements, covenants and conditions
and releases contained herein, the Issuer and the Stockholders hereby agree as
follows:


 


1.                                      Definitions.


 


As used in
this Agreement, the following capitalized terms shall have the following
meanings:


 





















 


“Affiliate”
shall mean, with respect to any Person, any other Person that either directly
or indirectly, through one or more intermediaries, controls, is controlled by
or under common control with, such other Person.   For purposes of this definition, “control”
(and its derivatives) means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of a
Person, whether through ownership of equity, voting or other interests, as
trustee or executor, by contract or otherwise.


 


“Albion
Holder” shall mean any Holder that is an Affiliate of Albion Alliance
Mezzanine Fund (“Albion”), including without limitation Albion/TTI
Securities Acquisition, L.L.C.


 


“Board”
shall mean the Board of Directors of the Issuer.


 


“Closing
Date” shall mean the date of the closing of the transactions contemplated
by the Merger Agreement.


 


“Common Stock”
shall mean the common stock of the Issuer, par value $0.01 per share.


 


“Demand
Notice” shall have the meaning set forth in Section 3(b) hereof.


 


“Demand
Registration” shall mean a registration pursuant to Section 3(a)
hereof.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended from time
to time.


 


“Holder”
shall mean any party hereto (other than the Issuer) and any holder of Registrable
Securities, Minority Stockholder or Management Holder who is entitled to the
benefits of this Agreement pursuant to Section 2(b) or Section 11.


 


“Issuer IPO”
shall mean, after the date hereof, the Issuer’s initial sale of its Common
Stock to the general public in an firmly committed underwritten public offering
pursuant to an effective registration statement on Form S-1 or any successor
form, under the Securities Act.


 


“KKR Holder”
shall mean any Holder that is an Affiliate of Kohlberg Kravis Roberts & Co.
(“KKR”) or KKR Associates, L.P., including, without limitation, Hubcap
Acquisition L.L.C.


 


“Management
Agreements” shall have the meaning set forth in Section 11 hereof.


 


“Management
Holders” shall have the meaning set forth in Section 11 hereof.


 


“Minority
Stockholders” shall have the meaning set forth in Section 11 hereof.


 


“Minority
Stockholders Agreement” shall have the meaning set forth in Section 11
hereof.


 


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“NASD”
shall mean the National Association of Securities Dealers, Inc.


 


“Person”
shall mean an individual, partnership, limited liability company, joint venture,
corporation, trust or unincorporated organization, a government or any department,
agency or political subdivision thereof or other entity.


 


“Piggyback
Notice” shall have the meaning set forth in Section 4(a) hereof.


 


“Piggyback
Registration” shall mean a registration pursuant to Section 4 hereof.


 


“Prospectus”
shall mean the prospectus included in any Registration Statement, as amended or
supplemented by any prospectus supplement with respect to the terms of the
offering of any portion of the Registrable Securities covered by such Registration
Statement and by all other amendments and supplements to the prospectus,
including post-effective amendments and all material incorporated by reference
in such prospectus.


 


“Register,”
“Registered,” and “Registration” refer to a registration effected
by preparing and filing a registration statement on Form S-1, S-2 or S-3 (or
any similar or successor form) in compliance with the Securities Act and the
applicable rules and regulations thereunder (a “registration statement”), and
the declaration or ordering of the effectiveness of such registration
statement.


 


“Registrable
Securities” shall mean all shares of Common Stock held or issuable, from
time to time, to the Holders and any securities of the Issuer which may be
issued or distributed with respect to, or in exchange or substitution for, or
conversion of, such Common Stock and such other securities pursuant to a stock
dividend, stock split or other distribution, merger, consolidation, recapitalization
or reclassification or otherwise; provided, however, that any
Registrable Securities shall cease to be Registrable Securities when (i) a
Registration Statement with respect to the sale of such Registrable Securities
has been declared effective under the Securities Act and such Registrable
Securities have been disposed of in accordance with the plan of distribution
set forth in such Registration Statement, and (ii) such Registrable Securities
are distributed by a Holder to the public pursuant to Rule 144 (or any similar
provision then in force) under the Securities Act; and provided, further,
that any securities that have ceased to be Registrable Securities cannot
thereafter become Registrable Securities and any security that is issued or
distributed in respect of securities that have ceased to be Registrable
Securities is not a Registrable Security.


 


“Registration”
shall mean a Demand Registration or a Piggyback Registration.


 


“Registration
Expenses” shall have the meaning set forth in Section 7 hereof.


 


“Registration
Statement” shall mean any registration statement of the Issuer which covers
any of the Registrable Securities pursuant to the provisions of this Agreement,
including the Prospectus, amendments and supplements to such Registration Statement,
including post-effective amendments, all exhibits and all material incorporated
by reference in such Registration Statement.


 


“SEC”
shall mean the Securities and Exchange Commission.


 


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“Securities
Act” shall mean the Securities Act of 1933, as amended.


 


“Stockholders”
shall mean the parties listed on Exhibit A to this Agreement, as amended
from time to time in accordance with the terms hereof.


 


“Stockholders
Agreement” shall have the meaning set forth in the Recitals hereto.


 


“Transfer”
shall have the meaning set forth in the Stockholders Agreement.


 


“Trimaran
Holders”  shall mean all Holders that
are Affiliates of Trimaran Capital Partners (“Trimaran”), including
without limitation TTI Securities Acquisition, LLC.


 


“Underwritten
Registration” or “Underwritten Offering” shall mean a sale of securities
of the Issuer to an underwriter for reoffering to the public.


 


2.                                      Securities
Subject to this Agreement.


 


(a)                                  Registrable
Securities.  The securities entitled
to the benefits of this Agreement are the Registrable Securities.


 


(b)                                 Holders
of Registrable Securities.  A Person
is deemed to be a Holder of Registrable Securities whenever such Person owns
Registrable Securities or has the right to acquire such Registrable Securities,
whether or not such acquisition has actually been affected and disregarding any
legal restrictions upon the exercise of such right, and such Person has agreed
in writing to be bound by the provisions of this Agreement.


 


3.                                      Demand
Registration.


 


(a)                                  Subject
to the provisions of the Stockholders Agreement and this Section 3, KKR
Holders which, individually or in the aggregate, at the time of the request
provided for below, hold at least 10% of the Issuer’s issued and outstanding
Common Stock, may, at any time and from time to time, make a written request to
the Issuer for registration, on the appropriate registration form, as provide
by Section 3(d) below, under and in accordance with the provisions of the
Securities Act, of all or part of the Registrable Securities then held by such KKR
Holders.  Subject to the provisions of the
Stockholders Agreement and this Section 3, upon the earlier to occur of
(i) the closing of the Issuer IPO, and (ii) the fifth anniversary of the
Closing Date, Trimaran Holders, which, individually or in the aggregate, at the
time of the request provided for below, hold at least 10% of the Issuer’s
issued and outstanding Common Stock, may, at any time and from time to time,
make a written request to the Issuer for registration on the appropriate
registration form, as provide by Section 3(d) below, under and in
accordance with the provisions of the Securities Act, of all or part of the
Registrable Securities then held by such Trimaran Holders.


 


(b)                                 Promptly
upon receipt of any such request contemplated by this Section 3(a) (but in
no event more than five business days thereafter), the Issuer will serve
written notice (the “Demand Notice”) of such registration request to all
Holders (including Minority Stockholders and Management Holders deemed Holders
pursuant to Section 11 hereof), and the Issuer will include in such
registration all Registrable Securities of any such Holder with respect


 


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to which the Issuer has received
written requests for inclusion therein within 10 days after the Demand Notice
has been given to the applicable Holders. 
All requests made pursuant to this Section 3 will specify the
aggregate amount of Registrable Securities to be registered and will also
specify the intended methods of disposition thereof.


 


(c)                                  Issuer’s
Right to Defer Registration.  If the
Issuer is requested to effect a Demand Registration and the Issuer furnishes to
the Stockholders requesting such registration a copy of a resolution of the
Board certified by the secretary of the Issuer stating that in the good faith
judgment of the Board it would be adverse to the Issuer and its securityholders
for such registration statement to be filed on or before the date such filing
would otherwise be required hereunder, the Issuer shall have the right to defer
such filing for a period of not more than 90 days after receipt of the request
for such registration from such Stockholders, provided, however, that the
Issuer shall not utilize this right more than once in any twelve month period.


 


(d)                                 Registration
Statement Form.  Registrations under
this Section 3 shall be on such appropriate registration form of the SEC
(i) as shall be selected by the Issuer and as shall be reasonably acceptable to
the Stockholders exercising their demand registration rights hereunder and (ii)
as shall permit the disposition of such Registrable Securities in accordance
with the intended method or methods of disposition specified in the Stockholders’
request for such registration.  If, in
connection with any registration under this Section 3 which is proposed by
the Issuer to be on Form S-3 or any successor form to such Form, the managing
underwriter, if any, shall advise the Issuer in writing that in its opinion the
use of another permitted form is of material importance to the success of the
offering, then such registration shall be on such other permitted form.


 


(e)                                  Expenses.  The Issuer shall pay all Registration
Expenses in connection with each registration of Registrable Securities
requested pursuant to this Section 3.


 


(f)                                    Priority
on Demand Registrations.  If the
managing underwriter or agent of a Demand Registration advises the Issuer in
writing that in its opinion the number of securities requested to be included
in such Demand Registration exceeds the number which can be sold in the
offering covered by such Demand Registration without a significant adverse
effect on the price, timing or distribution of the securities offered, the
Issuer will include in such registration only the number of securities that, in
the opinion of such underwriter or agent, can be sold without a significant
adverse effect on the price, timing or distribution of the securities offered,
selected pro rata among the Holders which have
requested to be included in such Demand Registration based upon the relative proportionate
total holdings of Registrable Securities to the extent necessary to reduce the
total amount of securities to be included in such offering to the amount
recommended by such underwriters or agent. 
In such event, the right of any Holder to include his or her Registrable
Securities in such registration shall be conditioned upon such Holder’s
participation in such underwriting and the inclusion of such Holder’s
Registrable Securities in the underwriting to the extent provided herein.  All Holders proposing to distribute their
securities through such underwriting shall enter into an underwriting agreement
in customary form with the underwriters selected for such underwriting.  Notwithstanding the foregoing, with respect
to the underwriting agreement or any other documents reasonably required under
such agreement, (i) no Holder shall be required to make any representation or


 


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warranty with
respect to or on behalf of the Issuer or any other stockholder of the Issuer,
and (ii) the liability of any Holder shall be limited as provided in Section 8(b)
hereof.


 


The Issuer and
other holders of securities of the Issuer may include such securities in such
Registration if, but only if, such underwriter or agent concludes that such
inclusion will not interfere with the successful marketing of all the
Registrable Securities requested to be included in such registration.


 


(g)                                 Selection
of Underwriters.  If any distribution
pursuant to a Demand Registration involves an Underwritten Offering, the Holder
holding the most Registrable Securities included in such Demand Registration
(including Registrable Securities of its Affiliates included in such Demand
Registration) shall have the right to select the managing underwriter or
underwriters to administer the underwritten offering, which managing underwriters
shall be a firm of nationally recognized standing and shall be reasonably satisfactory
to the Issuer.


 


4.                                      Piggyback
Registrations.


 


(a)                                  Participation.  Subject to Sections 4(b) hereof, if at any time
after the date hereof the Issuer files a Registration Statement (other than a
registration on Form S-4 or S-8 or any successor form to such Forms or any registration
of securities as it relates to an offering and sale to employees or management of
the Issuer pursuant to any employee stock plan or other employee benefit plan arrangement)
with respect to an offering that includes any shares of Common Stock (other
than pursuant to Section 3 hereof), then the Issuer shall give prompt
notice (the “Piggyback Notice”) to the Holders (including the Minority
Stockholders and the Management Stockholders as provided by Section 11)
and such Holders shall be entitled to include in such Registration Statement
the Registrable Securities held by them. 
The Piggyback Notice shall offer the Holders the opportunity to register
such number of shares of Registrable Securities as each Holder may request and
shall set forth (i) the anticipated filing date of such Registration Statement
and (ii) the number of shares of Common Stock that is proposed to be included
in such Registration Statement.  The
Issuer shall include in such Registration Statement such shares of Registrable
Securities for which it has received written requests to register such shares
within 7 days after the Piggyback Notice has been given.


 


(b)                                 Underwriter’s
Cutback.  Notwithstanding the
foregoing, if a Registration pursuant to this Section 4 involves an
Underwritten Offering and the managing underwriter or underwriters of such
proposed Underwritten Offering delivers an opinion to the Issuer that the total
or kind of securities which such Holders and any other Persons intend to
include in such offering would be reasonably likely to adversely affect the
price, timing or distribution of the securities offered in such offering, then
the Issuer shall include in such Registration (i) first, 100% of the securities
the Issuer, or the Person initiating such Registration, proposes to sell, (ii)
second, if the Registration is being initiated by a Person other than the
Issuer, 100% of the securities the Issuer proposes to sell, and (iii) third, to
the extent of the amount of securities which all other Holders have requested
to be included in such Registration, which, in the opinion of the managing underwriter
or underwriters, can be sold without such adverse effect referred to above,
such amount to be allocated pro rata among
the Holders which have requested to be included in such Piggyback Registration
based upon the relative proportionate total holdings of


 


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Registrable
Securities.  All Holders proposing to
distribute their securities through such underwriting will enter into an underwriting
agreement in customary form with the managing underwriter or underwriters
selected for such underwriting by the Issuer. 
Notwithstanding the foregoing, with respect to the underwriting
agreement or any other documents reasonably required under such agreement, (i)
no Holder shall be required to make any representation or warranty with respect
to or on behalf of the Issuer or any other stockholder of the Issuer, and (ii)
the liability of any Holder shall be limited as provided in Section 8(b)
hereof.  If any Holder disapproves of the
terms of such underwriting, such Holder may elect to withdraw therefrom by
written notice to the Issuer and the underwriter.


 


(c)                                  Expenses.  The Issuer shall pay all Registration
Expenses in connection with each registration of Registrable Securities
requested pursuant to this Section 4.


 


(d)                                 Issuer’s
Control.  The Issuer may decline to
file a Registration Statement after giving the Piggyback Notice, or withdraw a Registration
Statement after filing and after such Piggyback Notice, but prior to the
effectiveness of the Registration Statement, provided that the Issuer shall
promptly notify each Holder in writing of any such action and provided further
that the Issuer shall bear all reasonable expenses incurred by such Holder or
otherwise in connection with such withdrawn Registration Statement.


 


5.                                      Lock-Up
Agreement.


 


(a)                                  Restrictions
on Public Sale by Holders of Registrable Securities.  Provided that all parties (other than the
Issuer) hereto are treated equally and all executive officers and directors of
the Issuer are also so bound, each Holder agrees that, if so requested by the
Board or any managing underwriter in respect of an Underwritten Offering of the
Issuer’s securities, such Holder will not sell, make any short sale of, loan,
grant any option for the purchase of, hypothecate, hedge or otherwise transfer
or dispose of (other than to donees who agree to be similarly bound) any of the
Issuer’s securities, including without limitation shares of Common Stock,
options or warrants exercisable for shares of the Issuer’s securities, or any
other security convertible into or exchangeable for shares of the Issuer’s
securities (other than as part of such underwritten public offering), (i)
during a period not to exceed 180 days following the effective date of the
initial registration statement of the Issuer filed under the Securities Act (or
such shorter period as the Issuer or managing underwriter may authorize) and
(ii) during a period not to exceed 90 days following the effective date of a
registration statement other than the initial registration statement (or such
shorter period as the Issuer or managing underwriter may authorize) (each, a “Stand-Off
Period”).  Each Holder agrees to
execute and deliver a lock up agreement as may be reasonably requested by the Issuer
and/or managing underwriter consistent with the foregoing obligations.  In order to enforce the foregoing covenant,
the Issuer may impose stock transfer restrictions with respect to the securities
(including any Registrable Shares) of each Holder until the end of the
applicable Stand-Off Period.


 


Notwithstanding
the foregoing, the obligations described in this Section 5(a) shall not
apply to a registration relating solely to employee benefit plans on Form S-1
or Form S-8 or similar forms which may be promulgated in the future, or a
registration relating solely to an SEC Rule 145 transaction on Form S-4 or
similar forms which may be promulgated in the future


 


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(b)                                 No
Inconsistent Agreements.  The Issuer
will not enter into any agreement with respect to its securities which is
inconsistent with the rights granted to the Holders by this Agreement.


 


6.                                      Registration
Procedures.


 


In connection
with the Issuer’s Registration obligations pursuant to Sections 3 and 4 hereof,
the Issuer will use its reasonable best efforts to effect such Registration to
permit the sale of such Registrable Securities in accordance with the intended
method or methods of distribution thereof, and pursuant thereto the Issuer will
as expeditiously as possible:


 


a.                                       prepare
and file with the SEC a Registration Statement or Registration Statements
relating to the applicable Demand Registration or Piggyback Registration
including all exhibits and financial statements required by the SEC to be filed
therewith, and use its best efforts to cause such Registration Statement to
become effective; provided, that the Issuer will furnish copies of any
amendments or supplements in the form filed with respect to any Piggyback
Registration, simultaneously with the filing of such amendments or supplements;


 


b.                                      prepare
and file with the SEC such amendments and post-effective amendments to the
Registration Statement as may be necessary to keep the Registration Statement effective
for a period of not less than 180 days (or such shorter period which will
terminate when all Registrable Securities covered by such Registration
Statement have been sold or withdrawn), or, if such Registration Statement
relates to an Underwritten Offering, such longer period as in the opinion of
counsel for the underwriters a Prospectus is required by law to be delivered in
connection with sales of Registrable Securities by an underwriter or dealer;
cause the Prospectus to be supplemented by any required Prospectus supplement,
and as so supplemented to be filed pursuant to Rule 424 under the Securities
Act; and comply with the provisions of the Securities Act, the Exchange Act,
and the rules and regulations promulgated thereunder with respect to the
disposition of all securities covered by such Registration Statement during the
applicable period in accordance with the intended method or methods of
distribution by the sellers thereof set forth in such Registration Statement or
supplement to the Prospectus;


 


c.                                       notify
the selling Holders and the managing underwriters, if any, and (if requested)
confirm such advice in writing, as soon as practicable after notice thereof is
received by the Issuer (i) when the Registration Statement or any amendment
thereto has been filed or becomes effective, the Prospectus or any amendment or
supplement to the Prospectus has been filed, and, to furnish such selling
Holders and managing underwriters with copies thereof, (ii) of any request by
the SEC for amendments or supplements to the Registration Statement or the
Prospectus or for additional information, (iii) of the issuance by the SEC of
any stop order suspending the effectiveness of the Registration Statement or
any order preventing or suspending the use of any preliminary Prospectus or Prospectus
or the initiation or threatening of any proceedings for such purposes, (iv) if
at any time the representations and warranties of the Issuer contemplated by
paragraph (m) below cease to be true and correct and (v) of the receipt by the
Issuer of


 


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any notification with respect to the
suspension of the qualification of the Registrable Securities for offering or
sale in any jurisdiction or the initiation or threatening of any proceeding for
such purpose;


 


d.                                      promptly
notify the selling Holders and the managing underwriters, if any, at any time
prior to nine months after the time of issue of the Prospectus, when the Issuer
becomes aware of the happening of any event as a result of which the Prospectus
included in such Registration Statement (as then in effect) contains any untrue
statement of a material fact or omits to state a material fact necessary to
make the statements therein (in the case of the Prospectus and any preliminary Prospectus,
in light of the circumstances under which they were made) when such Prospectus
was delivered not misleading or, if for any other reason it shall be necessary
during such time period to amend or supplement the Prospectus in order to
comply with the Securities Act and, in either case as promptly as practicable thereafter,
prepare and file with the SEC, and furnish without charge to the selling
Holders and the managing underwriters, if any, a supplement or amendment to
such Prospectus which will correct such statement or omission or effect such compliance;


 


e.                                       make
every reasonable effort to obtain the withdrawal of any stop order or other
order suspending the use of any preliminary Prospectus or Prospectus or
suspending any qualification of the Registrable Securities;


 


f.                                         if
requested by the managing underwriter or underwriters or a Holder of
Registrable Securities being sold in connection with an Underwritten Offering,
promptly incorporate in a Prospectus supplement or post-effective amendment
such information as the managing underwriters and the Holders of a majority of
the Registrable Securities being sold agree should be included therein relating
to the plan of distribution with respect to such Registrable Securities,
including, without limitation, information with respect to the number of
Registrable Securities being sold to such underwriters, the purchase price
being paid therefor by such underwriters and with respect to any other terms of
the Underwritten (or best efforts underwritten) Offering of the Registrable
Securities to be sold in such offering; and make all required filings of such
Prospectus supplement or post-effective amendment as soon as notified of the
matters to be incorporated in such Prospectus supplement or post-effective
amendment;


 


g.                                      furnish
to each selling Holder and each managing underwriter, without charge, one
executed copy and as many conformed copies as they may reasonably request, of
the Registration Statement and any post-effective amendment thereto, including
financial statements and schedules, all documents incorporated therein by
reference and all exhibits (including those incorporated by reference);


 


h.                                      deliver
to each selling Holder and the underwriters, if any, without charge, as many
copies of the Prospectus (including each preliminary Prospectus) and any
amendment or supplement thereto as such Persons may reasonably request (it
being understood that the Issuer consents to the use of the Prospectus or any
amendment or supplement thereto by each of the selling Holders and the
underwriters, if any, in connection with the offering and sale of the
Registrable Securities covered by the


 


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Prospectus or any amendment or supplement
thereto) and such other documents as such selling Holder may reasonably request
in order to facilitate the disposition of the Registrable Securities by such
Holder;


 


i.                                          on
or prior to the date on which the Registration Statement is declared effective,
use its best efforts to register or qualify, and cooperate with the selling
Holders, the managing underwriter or agent, if any, and their respective
counsel in connection with the registration or qualification of such
Registrable Securities for offer and sale under the securities or blue sky laws
of each state and other jurisdiction of the United States as any such seller,
underwriter or agent reasonably requests in writing and do any and all other
acts or things reasonably necessary or advisable to keep such registration or
qualification in effect for so long as such Registration Statement remains in
effect and so as to permit the continuance of sales and dealings therein for as
long as may be necessary to complete the distribution of the Registrable
Securities covered by the Registration Statement; provided that the
Issuer will not be required to qualify generally to do business in any
jurisdiction where it in not then so qualified or to take any action which
would subject it to general service of process in any such jurisdiction where
it is not then so subject;


 


j.                                          cooperate
with the selling Holders and the managing underwriter or agent, if any, to
facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold and not bearing any restrictive legends; and
enable such Registrable Securities to be in such denominations and registered
in such names as the managing underwriters may request at least two business
days prior to any sale of Registrable Securities to the underwriters;


 


k.                                       use
its best efforts to cause the Registrable Securities covered by the applicable
Registration Statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to enable the seller
or sellers thereof or the underwriters, if any, to consummate the disposition
of such Registrable Securities;


 


l.                                          not
later than the effective date of the applicable Registration, provide a CUSIP
number for all Registrable Securities and provide the applicable trustee or
transfer agent with printed certificates for the Registrable Securities which
are in a form eligible for deposit with The Depository Trust Company;


 


m.                                    make
such representations and warranties to the Holders of Registrable Securities
being registered, and the underwriters or agents, if any, in form, substance
and scope as are customarily made by issuers in primary underwritten public
offerings;


 


n.                                      enter
into such customary agreements (including an underwriting agreement) and take
all such other actions as the majority of the Holders of any Registrable
Securities being sold or the managing underwriter or agent, if any, reasonably
request in order to expedite or facilitate the Registration and disposition of
such Registrable Securities, including making management of the Issuer
available to participate in a customary “roadshow” as reasonably requested by
the managing underwriters;


 


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o.                                      obtain
for delivery to the Holders of Registrable Securities being registered and to
the underwriter or agent an opinion or opinions from counsel for the Issuer,
upon consummation of the sale of such Registrable Securities to the
underwriters (the “Offering Closing Date”) in customary form and in form,
substance and scope reasonably satisfactory to such Holders, underwriters or
agents and their counsel;


 


p.                                      obtain
for delivery to the Issuer and the underwriter or agent, with copies to the
Holders, a comfort letter from the Issuer’s independent public accountants in
customary form and covering such matters of the type customarily covered by
comfort letters as the managing underwriter or the Holders of a majority of the
Registrable Securities being sold reasonably request, dated the effective date of
the Registration Statement and brought down to the Offering Closing Date;


 


q.                                      cooperate
with each seller of Registrable Securities and each underwriter or agent
participating in the disposition of such Registrable Securities and their
respective counsel in connection with any filings required to be made with the
NASD;


 


r.                                         make
available for inspection by a representative of the Holders of a majority of
the Registrable Securities, any underwriter participating in any disposition
pursuant to such Registration, and any attorney or accountant retained by such
Holders or underwriter, all financial and other records, pertinent corporate
documents and properties of the Issuer, and cause the Issuer’s officers,
directors and employees to supply all information reasonably requested by any
such representative, underwriter, attorney or accountant in connection with
such Registration; provided that any records, information or documents
that are designated by the Issuer in writing as confidential shall be kept
confidential by such Persons unless disclosure of such records, information or
documents is required by law;


 


s.                                       use
its best efforts to comply with all applicable rules and regulations of the SEC
and make generally available to its security holders, as soon as reasonably
practicable (but not more than eighteen months) after the effective date of the
Registration Statement, an earnings statement satisfying the provisions of Section 11(a)
of the Securities Act and the rules and regulations promulgated thereunder;


 


t.                                         as
promptly as practicable after filing with the SEC of any document which is
incorporated by reference into the Registration Statement or the Prospectus,
provide copies of such document to counsel for the selling Holders and to the
managing underwriters, if any;


 


u.                                      provide
and cause to be maintained a transfer agent and registrar for all Registrable
Securities covered by such Registration Statement from and after a date not
later than the effective date of such Registration Statement; and


 


v.                                      use
its best efforts to list (if such Registrable Securities are not already
listed) all Registrable Securities covered by such Registration Statement on
The New York Stock Exchange, the American Stock Exchange or the Nasdaq National
Market.


 


11





















 


The Issuer may
require each Holder of Registrable Securities as to which any Registration is
being effected to furnish to the Issuer such information regarding the
distribution of such securities and such other information relating to such
Holder and its ownership of Registrable Securities as the Issuer may from time
to time reasonably request in writing. 
Each Holder agrees to furnish such information to the Issuer and to
cooperate with the Issuer as necessary to enable the Issuer to comply with the
provisions of this Agreement.


 


Each Holder
agrees that upon receipt of any notice from the Issuer of the happening of any
event of the kind described in Section 6(d) hereof, such Holder will
forthwith discontinue disposition of Registrable Securities pursuant to such
Registration Statement until such Holder’s receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 6(d) hereof, or
until it is advised in writing by the Issuer that the use of the Prospectus may
be resumed, and has received copies of any additional or supplemental filings
which are incorporated by reference in the Prospectus, and, if so directed by
the Issuer, such Holder will deliver to the Issuer (at the Issuer’s expense)
all copies, other than permanent file copies then in such Holder’s possession,
of the Prospectus covering such Registrable Securities current at the time of
receipt of such notice.


 


7.                                      Registration
Expenses.


 


All expenses
incident to the Issuer’s performance of or compliance with this Agreement,
including without limitation (i) all registration and filing fees, and any
other fees and expenses associated with filings required to be made with any
stock exchange, the SEC and the NASD (including, if applicable, the fees and
expenses of any “qualified independent underwriter” and its counsel as may be
required by the rules and regulations of the NASD), (ii) all fees and expenses
of compliance with state securities or blue sky laws (including fees and
disbursements of counsel for the underwriters or selling Holders in connection
with blue sky qualifications of the Registrable Securities and determination of
their eligibility for investment under the laws of such jurisdictions as the
managing underwriters or the majority of the Holders of the Registrable
Securities being sold may designate), (iii) all printing and related messenger
and delivery expenses (including expenses of printing certificates for the
Registrable Securities in a form eligible for deposit with The Depository Trust
Company and of printing prospectuses), (iv) all fees and disbursements of counsel
for the Issuer and of all independent certified public accountants of the
Issuer (including the expenses of any special audit and “comfort” letters
required by or incident to such performance), (v) Securities Act liability
insurance if the Issuer so desires or the underwriters so require, (vi) all
fees and expenses incurred in connection with the listing of the Registrable
Securities on any securities exchange and all rating agency fees, (vii) all
reasonable fees and disbursements of one counsel selected by the Holders of the
majority of the Registrable Securities being registered to represent all of the
Holders of Registrable Securities being registered in connection with such
registration, (viii) all fees and disbursements of underwriters customarily
paid by the issuers or sellers of securities, excluding underwriting discounts
and commissions and transfer taxes, if any, and fees and disbursements of
counsel to underwriters (other than such fees and disbursements incurred in
connection with any registration or qualification of Registrable Securities
under the securities or blue sky laws of any state), and (ix) fees and expenses
of other Persons retained by the Issuer (all such expenses being herein called “Registration
Expenses”), will be borne by the Issuer, regardless of whether the
Registration Statement becomes effective (except as provided in Section 3(e)
hereof).  The Issuer


 


12





















 


will, in any
event, pay its internal expenses (including, without limitation, all salaries
and expenses of its officers and employees performing legal or accounting
duties), the expense of any audit and the fees and expenses of any Person,
including special experts, retained by the Issuer.


 


8.                                      INDEMNIFICATION


 


(a)                                  Indemnification
by Issuer.  The Issuer agrees to
indemnify and hold harmless, to the full extent permitted by law, each Holder,
its officers, directors and employees and each Person who controls such Holder
(within the meaning of the Securities Act) against all losses, claims, damages,
liabilities and expenses that arise out of or are based upon any untrue or
alleged untrue statement of a material fact contained in any Registration
Statement, Prospectus or preliminary Prospectus, are based upon any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, except insofar as
the same are caused by or contained in any information furnished in writing to
the Issuer by such Holder expressly for use therein, or are based on any
violation or alleged violation by the Issuer of the Securities Act, the
Exchange Act, any state securities law or any rule or regulation promulgated
under the Securities Act, the Exchange Act, any state securities laws in
connection with the offering covered by the Registration; and the Issuer will
reimburse the Holders, each of their respective stockholders, partners,
members, managers, trustees, directors, officers, employees, agents,
underwriters and each Person who controls each Holder or underwriter for any
reasonable legal and other expenses as and when incurred in connection with
investigating or defending any such claim, loss, damage, liability or expense; provided,
however, that the Issuer shall not be liable in any such case to the extent
that any such loss, claim, damage, liability or expense arises out of or is
based upon an untrue statement or alleged untrue statement or omission or alleged
omission made in any such preliminary Prospectus if (i) such Holder failed to
deliver or cause to be delivered a copy of the Prospectus to the Person
asserting such loss, claim, damage, liability or expense after the Issuer had
furnished such Holder with a sufficient number of copies of the same and (ii)
the Prospectus completely corrected in a timely manner such untrue statement or
omission; and provided, further, that the Issuer shall not be liable in
any such case to the extent that any such loss, claim, damage, liability or
expense arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission in the Prospectus, if such untrue
statement or alleged untrue statement, omission or alleged omission is
completely corrected in an amendment or supplement to the Prospectus and the Holder
thereafter fails to deliver such Prospectus as so amended or supplemented prior
to or concurrently with the sale of the Registrable Securities to the Person
asserting such loss, claim, damage, liability or expense after the Issuer had
furnished such Holder with a sufficient number of copies of the same.  The Issuer will also indemnify underwriters,
selling brokers, dealer managers and similar securities industry professionals
participating in the distribution, their officers and directors and each Person
who controls such Persons (within the meaning of the Securities Act) to the
same extent as provided above with respect to the indemnification of the
Holders, if requested.


 


(b)                                 Indemnification
by Selling Holder of Underlying Securities. In connection with each
Registration, each selling Holder will furnish to the Issuer in writing such
information and affidavits as the Issuer reasonably requests for use in
connection with any Registration Statement or Prospectus and agrees to
indemnify and hold harmless, to the full extent permitted


 


13





















 


by law, the Issuer,
its directors and officers and each Person who controls the Issuer (within the
meaning of the Securities Act) against any losses, claims, damages or
liabilities and expenses resulting from any untrue statement of a material fact
or any omission of a material fact required to be stated in the Registration
Statement or Prospectus or preliminary Prospectus or necessary to make the
statements therein not misleading, to the extent, but only to the extent, that
such untrue statement or omission is contained in any information or affidavit
so furnished in writing by such selling Holder to the Issuer specifically for
inclusion in such Registration Statement or Prospectus and has not been
corrected in a subsequent writing prior to or concurrently with the sale of the
Registrable Securities to the Person asserting such loss, claim, damage,
liability or expense.  In no event shall
the liability of any selling Holder hereunder (together with any liability of
such selling Holder under any similar provision contained in any applicable
underwriting agreement) be greater in amount than the amount by which the total
price at which the Registrable Securities of such Holder were offered to the
public (less underwriters’ discount and commissions) exceeds the total amount
of any damages which such Holder has otherwise been required to pay by reason
of any untrue or alleged untrue statement or omission or alleged omission of
such Holder.  The Issuer shall be
entitled to receive indemnities from underwriters, selling brokers, dealer
managers and similar securities industry professionals participating in the
distribution, to the same extent as provided above with respect to information
so furnished in writing by such Persons specifically for inclusion in any
Prospectus or Registration Statement.


 


(c)                                  Conduct
of Indemnification Proceedings.  Any
Person entitled to indemnification hereunder will (i) give prompt (but in any
event within 30 days after such Person has actual knowledge of the facts
constituting the basis for indemnification) written notice to the indemnifying
party of any claim with respect to which it seeks indemnification and (ii)
permit such indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to the indemnified party; provided, however,
that any delay or failure to so notify the indemnifying party shall relieve the
indemnifying party of its obligations hereunder only to the extent, if at all,
that it is prejudiced by reason of such delay or failure; provided, further,
that any Person entitled to indemnification hereunder shall have the right to
select and employ separate counsel and to participate in the defense of such
claim, but the fees and expenses of such counsel shall be at the expense of
such Person unless (a) the indemnifying party has agreed in writing to pay such
fees or expenses, or (b) the indemnifying party shall have failed to assume the
defense of such claim within a reasonable time after receipt of notice of such
claim from the Person entitled to indemnification hereunder and employ counsel
reasonably satisfactory to such Person or (c) in the reasonable judgment of any
such Person, based upon advice of its counsel, a conflict of interest may exist
between such Person and the indemnifying party with respect to such claims (in which
case, if the Person notifies the indemnifying party in writing that such Person
elects to employ separate counsel at the expense of the indemnifying party, the
indemnifying party shall not have the right to assume the defense of such claim
on behalf of such Person).  If such
defense is assumed by the indemnifying party, the indemnifying party shall not
enter into any settlement with respect to such matter without the consent of
the indemnified party (which consent shall not be unreasonably withheld or delayed);
provided that an indemnified party shall not be required to consent to
any settlement involving the imposition of equitable remedies or involving the
imposition of material obligations on such indemnified party other than
financial obligations for which such indemnified party will be indemnified
hereunder.  If such defense is not
assumed by the indemnifying party, the indemnifying party will not be subject
to any liability for any settlement made without its consent (but such consent
will not be unreasonably withheld or


 


14





















 


delayed), provided
that no indemnifying party will be required to consent to entry of any judgment
or enter into any settlement which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such indemnified party of a
release from all liability in respect to such claim or litigation.  An indemnifying party who is not entitled to,
or elects not to, assume the defense of a claim will not be obligated to pay
the fees and expenses of more than one counsel for all parties indemnified by
such indemnifying party with respect to such claim in any one jurisdiction,
unless in the written opinion of counsel to the indemnified party, reasonably
satisfactory to the indemnifying party, use of one counsel would be expected to
give rise to a conflict of interest between such indemnified party and any
other of such indemnified parties with respect to such claim, in which event
the indemnifying party shall be obligated to pay the fees and expenses of one
such additional counsel.


 


(d)                                 Other
Indemnification.  Indemnification
similar to that specified in this Section 8 (with appropriate
modifications) shall be given by the Issuer and each seller of Registrable
Securities with respect to any required registration or other qualification of
securities under federal or state law or regulation of governmental authority
other than the Securities Act.


 


(e)                                  Contribution.  If for any reason the indemnification
provided for in the preceding clauses (a) and (b) is unavailable (other than
pursuant to the terms of clauses (a) or (b)) to an indemnified party or insufficient
(other than pursuant to the terms of clauses (a) or (b)) to hold it harmless as
contemplated by the preceding clauses (a) and (b), then the indemnifying party
shall contribute to the amount paid or payable by the indemnified party as a
result of such loss, claim, damage or liability in such proportion as is
appropriate to reflect not only the relative benefits received by the
indemnified party and the indemnifying party, but also the relative fault of
the indemnified party and the indemnifying party, as well as any other relevant
equitable considerations, provided that no selling Holder shall be required to
contribute in an amount greater than the amount by which the total price at
which the Registrable Securities of such holder was offered to the public (less
underwriters’ discount and commissions) exceeds the total amount of any damages
which such Holder has otherwise been required to pay by reason of any untrue or
alleged untrue statement or omission or alleged omission of such Holder.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation.


 


9.                                      Rule
144.


 


Following the
Issuer IPO, the Issuer covenants that it will use its reasonable efforts to file
the reports required to be filed by it under the Securities Act and the
Exchange Act and the rules and regulations adopted by the SEC thereunder, and
it will use its reasonable efforts to take such further action as any Holder
may reasonably request, all to the extent required from time to time to enable
such Holder to sell Registrable Securities without registration under the
Securities Act within the limitation of the exemption provided by (a) Rule 144
under the Securities Act, as such Rule may be amended from time to time, or (b)
any similar rule or regulation hereafter adopted by the SEC.  Upon the request of any Holder, the Issuer
will deliver to such Holder a written statement as to whether it has complied
with such information and requirements.  Notwithstanding
anything contained in this Section 9, the Issuer may deregister


 


15





















 


under Section 12
of the Exchange Act if it then is permitted to do so pursuant to the Exchange
Act and the rules and regulations thereunder.


 


10.                               Participation
in Underwritten Registrations.


 


No Person may
participate in any Underwritten Registration hereunder unless such Person (a)
agrees to sell such Person’s securities on the basis provided in any
underwriting arrangements approved by the Persons entitled to approve such
arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements.  Nothing in this Section 10 shall be
construed to create any additional rights regarding the Registration of
Registrable Securities in any Person otherwise than as set forth herein.


 


11.                               Additional
Parties.


 


As of the date
hereof, the Issuer has (i) entered into, and may in the future enter into, various
stockholder agreements and options agreements prior to or subsequent to the
date hereof (the “Management Agreements”) with certain key employees of
the Issuer and one or more of its subsidiaries (the “Management Holders”)
that own or will own Common Stock or options to purchase shares of Common Stock,
and (ii) entered into that certain Stockholders’ Agreement, dated as of January 21,
1998, as amended from time to time (the “Minority Stockholders Agreement”)
by and among certain holders of the Common Stock (the “Minority Stockholders”),
the Issuer and Hubcap Acquisition L.L.C. 
The Management Agreements and the Minority Stockholders Agreement
provide that in the event the Issuer registers shares of Common Stock held by
the Holders pursuant to this Agreement, the Management Holders and the Minority
Holders have the right, subject to certain conditions set forth in the
Management Agreements and the Minority Stockholders, to require the Issuer to
include in such registration statement shares of Common Stock held by the
Management Holders.  In addition, in
certain circumstance, the Minority Stockholders Agreement gives the Minority
Stockholders the right to request the Issuer to file a “shelf” Registration
Statement.  Each of the parties hereto
acknowledges that registration rights of the Management Holders and the
Minority Stockholders and agrees that the Issuer’s obligations under this
Agreement coincide with its obligations to the Management Holders and the
Minority Stockholders with respect to such registration rights and that the
Management Holders and the Minority Stockholders will be treated as if they
were a Holder under this Agreement to the extend provided in the Management
Agreements and the Minority Stockholders Agreement. Notwithstanding the
foregoing, Management Holders shall not be deemed Holders for purposes of Section 12(c)
and 12(m).


 


12.                               Miscellaneous.


 


(a)                                  Remedies.  Remedies for any breach by the Issuer of its
obligations in this Agreement shall be cumulative with, and not exclusive of,
any other remedies available to any Holder. 
Upon a breach of this Agreement by the Issuer, each Holder, in addition
to being entitled to exercise all rights provided herein or granted by law,
including recovery of damages, will be entitled to specific performance of its
rights under this Agreement.  The Issuer
agrees that monetary damages would not be adequate compensation for any loss
incurred by reason of a


 


16





















 


breach by it
of the provisions of this Agreement and hereby agrees to waive the defense in
any action for specific performance that a remedy at law would be adequate.


 


(b)                                 Interpretations.
 As used in this Agreement, defined terms
shall apply equally to both the singular and plural forms of the terms
defined.  Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and
neuter forms.  The words “include,” “includes”
and “including” shall be deemed to be followed by the phrase “without
limitation” even if not actually followed by such phrase unless the context
expressly provides otherwise.  All
references herein to Sections, paragraphs and Exhibits shall be deemed
references to this Agreement unless the context shall otherwise require.  Unless otherwise expressly defined, terms
defined in the Agreement shall have the same meanings when used in any section or
Exhibit and terms defined in any section or Exhibit shall have the same
meanings when used in the Agreement or in any other section or Exhibit.  The words “herein,” “hereof,” “hereto” and “hereunder”
and other words of similar import refer to this Agreement as a whole and not to
any particular provision of this Agreement.


 


(c)                                  Amendments
and Waivers.  The provisions of this
Agreement, including the provisions of this sentence, any not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given unless the Issuer has obtained the written
consent of the Holders of a majority of the outstanding Registrable Securities,
so long as (i) such amendment, modification, supplement, waiver or consent does
not adversely affect the rights of any Holder or group of Holders of Registrable
Securities hereunder disproportionately, in which case, the written consent of
such Holders disproportionately affected shall be necessary, and (ii) any
amendment or supplement to this Agreement that would have the effect of
changing the percentage of Registrable Securities owned by Holders required to
take an action must be approved in writing by Holders owning such percentage of
Registrable Securities; provided, however, that the Issuer may amend, modify
or supplement the provisions of this Agreement and may waive or consent to
departures from the provisions hereof, without the consent of the Holders of a
majority of the outstanding Registrable Securities, so long as such amendment, modification,
supplement, waiver or consent does not adversely affect the rights of Holders
of Registrable Securities hereunder, or to add Persons as Holders and to amend Exhibit
A to add such Persons as Holders, to the extent permitted by this
Agreement.  This Agreement may be
terminated only with the prior written approval of the Issuer, the KKR Holders
owning a majority of the Registrable Securities held by the KKR Holders and the
Trimaran Holders owning a majority of the Registrable Securities held by the
Trimaran Holders.


 


(d)                                 Notices.  All notices, requests, demands and other
communications under this Agreement shall be in writing and shall be deemed to
have been duly given or made as follows: 
(i) if sent by registered or certified mail in the United States return
receipt requested, upon receipt; (ii) if sent by nationally recognized
overnight air courier (such as FedEx) receipt requested, upon receipt; (iii) if
sent by facsimile transmission (with confirmation of receipt), with a copy
mailed on the same day in the manner provided in clauses (i) and (ii) of this Section 12(d),
when transmitted; and (iv) if otherwise actually personally delivered, when
delivered, provided that such notices, requests, demands and other
communications are delivered to the Stockholder at the address provided in Exhibit
A, to the Issuer at the address set forth below, or to such other address
as any party shall provide by like notice to the other parties hereto:


 


17





















 


Accuride Corporation


7140 Office Circle


Evansville, Indiana 47715


Telephone: 
(812) 962-5000


Facsimile: 
(812)
962-5470


Attention: David K. Armstrong


 


with a copy to:


 


Latham & Watkins LLP


135 Commonwealth Drive


Menlo Park, California  94025


Telephone: 
(650) 328-2600


Facsimile: 
(650) 463-2600


Attention: Peter F. Kerman


 


(e)                                  Recapitalizations.  The provisions of this Agreement shall apply,
to the full extent set forth herein with respect to the Common Stock and to any
and all shares of capital stock or other securities which may be issued in
respect of, in exchange for, in substitution of the Common Stock, and shall be
appropriately adjusted for any stock dividends, splits, reverse splits,
combinations, recapitalization and the like occurring after the date hereof.


 


(f)                                    Attorney’s
Fees.  In the event that any dispute
among the parties to this Agreement should result in litigation, the prevailing
party in such dispute shall be entitled to recover from the losing party all
fees, costs and expenses of enforcing any right of such prevailing party under
or with respect to this Agreement, including without limitation, such
reasonable fees and expenses of attorneys and accountants, which shall include,
without limitation, all fees, costs and expenses of appeals.


 


(g)                                 Successors
and Assigns.  This Agreement
including, without limitation, all registration rights in connection with the
ownership of all or a portion of the Registrable Securities pursuant to
Sections 3 and 4 hereof, shall inure to the benefit of and be binding upon the
successors and assigns of each of the parties, including, without limitation,
transferees of Registrable Securities; provided, however, that a transferee of
Registrable Securities shall agree in writing to be bound by the provisions of
this Agreement prior to become a Holder.


 


(h)                                 Counterparts.  This Agreement may be executed in any number
of counterparts and by the 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 one and the same agreement.


 


(i)                                     Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


 


(j)                                     Governing
Law.  This Agreement shall be
governed by and construed in accordance with the laws of the State of New York without
regard to the principles of conflicts of laws.


 


18





















 


(k)                                  Severability.  In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.


 


(l)                                     Entire
Agreement.  This Agreement is
intended by the parties as a final expression of their agreement and intended
to be a complete and exclusive statement of the agreement and understanding of
the parties hereto in respect of the subject matter contained herein.  This Agreement supersedes all prior agreements
and understandings between the parties with respect to such subject matters.


 


(m)                               Additional
Rights. Except as contemplated by Section 11, the Issuer shall not amend
any existing, or grant to any other holder of Common Stock any, rights to
request the Issuer to effect the Registration of any shares of Common Stock, or
any “piggyback” registration rights with respect to shares of Common Stock, on
terms that are more favorable to such holders than the terms set forth herein
without the prior written consent of Holders owning 75% of the then Registrable
Securities.  Hubcap Acquisition LLC
agrees not to consent to any amendment of the Minority Stockholders Agreement
which would violate this Section 12(m) if consented to by the Issuer.


 


(n)                                 Limited
Liability.  Notwithstanding any
provision hereof, none of the obligations of any KKR Holder, any Trimaran
Holder or any Albion Holder under this Agreement shall be an obligation of any
officer, director, member, limited partner or general partner of KKR, Trimaran
or Albion.  Any liability or obligation
of any KKR Holder, any Trimaran Holder or any Albion Holder arising out of this
Agreement shall be limited to and satisfied only out of the assets of such KKR
Holder, such Trimaran Holder or such Albion Holder.


 


(o)                                 Termination
of Existing Registration Rights Agreement. 
The parties hereto, constituting all of the parties to the Existing
Registration Rights Agreement, hereby agree that the Existing Registration
Rights Agreement is superseded in its entirety by this Agreement and that the
Existing Registration Rights Agreement shall be, and hereby is, terminated,
null and void.


 


[Signature Pages Follow]


 


19





















 


IN WITNESS
WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.


 


	
   

  	
  The Issuer:

  	
  ACCURIDE CORPORATION,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Terrence J. Keating

  	
   

  
	
   

  	
  Name: Terrence J. Keating

  
	
   

  	
  Title: President and Chief Executive
  Officer

  
	
   

  	
   

  
	
   

  	
  Stockholders:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Its:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Its:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Its:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Its:

  



 





















 


	
   

  	
  HUBCAP ACQUISITION L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/James H. Greene, Jr.

  	
   

  
	
   

  	
  Name:

  	
  James H. Greene, Jr.

  
	
   

  	
  Title:

  	
  President

  
					



 


 


[SIGNATURE PAGES TO REGISTRATION RIGHTS AGREEMENT]


 





















 


	
   

  	
  ADAM GOTTLIEB

  
	
   

  	
   

  
	
   

  	
  /s/Adam Gottlieb

  	
   

  



 


 


[SIGNATURE PAGES TO REGISTRATION RIGHTS AGREEMENT]


 





















 


	
   

  	
  CIBC INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Illegible

  	
   

  
	
   

  	
  Name:

  	
  Illegible

  
	
   

  	
  Title:

  	
  Agent

  
					



 


 


[SIGNATURE PAGES TO REGISTRATION RIGHTS AGREEMENT]


 





















 


	
   

  	
  THOMAS BEGEL

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/Thomas Begel

  	
   

  



 


 


[SIGNATURE PAGES TO REGISTRATION RIGHTS AGREEMENT]


 





















 


	
   

  	
  CIBC EMPLOYEE PRIVATE EQUITY

  
	
   

  	
       FUND
  (TRIMARAN) PARTNERS

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Jay Bloom

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


[SIGNATURE PAGES TO REGISTRATION RIGHTS AGREEMENT]


 





















 


	
   

  	
  CIBC CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Jay Bloom

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


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  TTI SECURITIES ACQUISITION, LLC

  
	
   

  	
  By: Trimaran Fund II, L.L.C., its Managing

  
	
   

  	
  Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Jay Bloom

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


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  TRIMARAN CAPITAL, L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Jay Bloom

  	
   

  
	
   

  	
  Name:

  	
  Jay Bloom

  
	
   

  	
  Title:

  	
  Managing Director

  
					



 


 


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  TRIMARAN PARALLEL FUND II, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Jay Bloom

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


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  CARAVELLE INVESTMENT FUND,

  
	
   

  	
       L.L.C.

  
	
   

  	
  By: Trimaran Advisors, L.L.C., its Investment

  
	
   

  	
  Manager and Attorney-in-Fact

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/David Millison

  	
   

  
	
   

  	
  Name:

  	
  Trimaran Advisors, L.L.C.

  
	
   

  	
  Title:

  	
  Managing Director

  
					



 


 


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  TRIMARAN FUND II, L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Jay Bloom

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


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  JOHN WILKINSON

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/John Wilkinson

  	
   

  



 


 


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  TIMOTHY MASEK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/Timothy Masek

  	
   

  



 


 


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  JOE HICKS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/Joe Hicks

  



 


 


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  JAMES CIRAR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/James Cirar

  	
   

  



 


 


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  ROBERT JACKSON

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/Robert Jackson

  	
   

  



 


 


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  FRED CULBREATH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/Fred Culbreath

  	
   

  



 


 


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  ANTHONY DONATELLI

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/Anthony Donatelli

  	
   

  



 


 


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  LEE SWAFFORD

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/Lee Swafford

  	
   

  



 


 


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  ANDREW WELLER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/Andrew Weller

  	
   

  



 


 


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  KENNETH TALLERING

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/Kenneth Tallering

  	
   

  



 


 


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  DONALD MUELLER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/Donald Mueller

  	
   

  



 


 


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  CAMILLO SANTOMERO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/Camillo Santomero

  	
   

  



 


 


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  ALBION/TTI SECURITIES

  
	
   

  	
  ACQUISITION, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Charles Gonzalez

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


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  ALBION ALLIANCE MEZZANINE

  
	
   

  	
       FUND, L.P.

  
	
   

  	
  By: Albion Alliance LLC, its General

  
	
   

  	
  Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Charles Gonzalez

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


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  ALBION ALLIANCE MEZZANINE

  
	
   

  	
       FUND II, L.P.

  
	
   

  	
  By: AA MEZZ II GP, LLC, its General

  
	
   

  	
  Partner

  
	
   

  	
   

  
	
   

  	
  By: Albion Alliance LLC, its Sole Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Charles Gonzalez

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


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  DAVID RIESMEYER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/David Riesmeyer

  	
   

  



 


 


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