Exhibit
4.3


 


ACCURIDE
CORPORATION


 


SHAREHOLDER
RIGHTS AGREEMENT


 


This Shareholder
Rights Agreement (as amended, modified and supplemented from time to time, the “Agreement”)
is entered into as of January 31, 2005 by and among Accuride Corporation, a
Delaware corporation and the Stockholders.


 


WHEREAS,
pursuant to that certain Agreement and Plan of Merger, dated as of December 24,
2004, as amended, by and among the Company, Amber Acquisition Corp., a Delaware
corporation and a wholly owned Subsidiary of the Company, Transportation
Technologies Industries, Inc., a Delaware corporation, those Persons identified
as Signing Stockholders therein, and those individuals designated as the
Company Stockholder Representatives (the “Merger Agreement”), the
Company has agreed to enter into this Agreement as a condition to the consummation
of the transactions contemplated thereby; and


 


WHEREAS,
as an inducement to such Stockholders to enter into the Merger Agreement, the Stockholders
and the Company 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 Company, and the Stockholders hereby agree
as follows:


 


1.             Definitions.


 


1.1          Certain
Definitions.  As used herein, the
following terms shall have the following respective meanings:


 


(a)     “Accredited Investor” has
the meaning set forth in Rule 501 of Regulation D promulgated under the
Securities Act.


 


(b)     “Affiliate” shall mean,
when used with respect to a specified person, another person that either
directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with, the person specified.  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.


 


(c)     “Board” shall mean the
board of directors of the Company.


 


(d)     “Change of Control”
shall mean (i) a sale of all or substantially all of the assets of the Company
and its Subsidiaries to a Person in which the stockholders of the Company
immediately prior to such transaction do not hold more than 50% of the voting
power immediately following the transaction, (ii) a sale of Common Stock by the
Company or the Common Holders resulting in more than 50% of the voting power of
the Company being held by a Person other than the stockholders of the Company


 


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immediately
prior to such sale, or (iii) a merger or consolidation of the Company with or
into another Person, if and only if, after such merger or consolidation, the
stockholders of the Company immediately prior to such transaction do not hold
more than 50% of the voting power immediately following the transaction.


 


(e)     “Common Stock” shall mean
the Company’s Common Stock, par value $0.01 per share.


 


(f)      “Company” shall mean
Accuride Corporation, a Delaware corporation, and its successors and permitted
assigns.


 


(g)     “Convertible Securities”
shall mean (i) any debt or equity securities of the Company that are
convertible into or exchangeable, directly or indirectly, for Common Stock, and
(ii) any rights, warrants or options to subscribe for or purchase Common Stock
or any securities described in clause (i).


 


(h)     “Drag-Along Percentage”
shall mean a fraction, the numerator of which is the aggregate number of shares
of Common Stock which are to be Transferred by the Dragging Stockholders in a
Drag-Along Sale, and the denominator of which is the aggregate number of shares
of Common Stock owned at such time by the Dragging Stockholders.


 


(i)      “Exchange Act” shall
mean the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.


 


(j)      “Fully-Diluted
Capitalization” shall mean the number of shares of Common Stock (i) then
outstanding, (ii) issued or issuable upon exercise of all warrants exercisable
for shares of Common Stock then outstanding, whether or not then exercisable,
(iii) issuable upon exercise of all options to purchase shares of Common Stock
then outstanding, whether or not then exercisable, and (iv) issued or issuable
upon exercise or conversion of any other equity or debt security of the Company
then outstanding, whether or not then exercisable.


 


(k)     “Hubcap” shall mean Hubcap
Acquisition L.L.C., a Delaware limited liability company.


 


(l)      “Initial Public Offering”
shall mean, after the date hereof, the Company’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.


 


(m)    “KKR Party” shall mean
Hubcap and any Person to whom a KKR Party Transfers shares of Common Stock in
compliance with this Agreement; provided such Person becomes a party to
this Agreement in the capacity of a KKR Party.


 


(n)     “KKR Parties’ Transfer
Percentage” shall mean with respect to the KKR Parties the percentage equal
to the total number of shares of Common Stock Transferred by the KKR Parties,
excluding Permitted Transfers, divided by the aggregate


 


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number of
shares of Common Stock acquired at any time, from time to time, by the KKR
Parties, other than shares of Common Stock acquired by Permitted Transfers.


 


(o)     “New Securities” shall
mean any capital stock of the Company, whether now authorized or not, and any
rights, options or warrants to purchase capital stock, and securities of the
Company that are convertible or exchangeable for capital stock of the Company,
provided that “New Securities” does not include (a) securities issued in
connection with any stock split, stock dividend, recapitalization or similar
transaction approved by the Board; (b) securities issued upon the
conversion of any debenture, warrant, option, or other convertible security
outstanding as of the date of this Agreement; (c) Common Stock issued in
connection with the Company’s Initial Public Offering; (d) securities
issued as consideration for the acquisition of any assets, securities or
business entity by the Company, whether by merger, purchase of assets or
capital stock of such entity, or other reorganization provided such acquisition
is approved by the Board; (e) securities issued to employees, officers and
directors of, and consultants and advisors to, the Company or its Subsidiaries,
pursuant to any arrangement approved by the Board; (f) securities issued as
compensation to any bank, senior or subordinated debt lender, equipment lessor,
landlord or other similar financial institution or creditor if and to the
extent that the transaction in which such issuance or borrowing is to be made
is approved by the Board; (g) securities issued pursuant to any debentures,
warrants, options, rights or agreements, including, without limitation,
Convertible Securities, provided that the Company shall have complied, to the
extent required, with the right of first refusal established by Section 5
with respect to the initial sale or grant by the Company of such rights or
agreements; and (h) securities issued to any strategic vendor or partner in a transaction
approved by the Board in which there is a substantial commercial aspect to the
transaction.


 


(p)     “Ownership Percentage”
shall mean with respect to each Stockholder, the number of shares of the Common
Stock held by such Stockholder (assuming conversion, exchange or exercise of
any Convertible Securities held by such holder) divided by the Fully Diluted
Capitalization of the Company.


 


(q)     “Permitted Transfer”
shall mean a Transfer by a Stockholder of shares of Common Stock made (i) to an
Affiliate of such Stockholder, (ii) a distribution or dividend of Common
Stock by such Stockholders to its partners, members or stockholders; (iii) if
such Stockholder is an individual, (A) by way of gratuitous donation to any
trust exclusively for the benefit of such Stockholder or such Stockholder’s
spouse, direct descendants (including legally adopted children) or direct
ascendants or (B) by way of bequest or inheritance upon the death of such
Stockholder to his or her executors, administrators, testamentary trustees,
legatees or beneficiaries; and (iv) to another Stockholder; provided, however,
that, in the event of any Transfer made pursuant to one of the exemptions
above, (1) the Stockholder making such Transfer shall notify the Company and
the other Shareholders of such Transfer at least 15 days prior to making the Transfer,
and in the case of a Transfer pursuant to clause (iii)(A) such notice shall
contain a representation by the Stockholder identifying all of the
beneficiaries of such trust, (2) the transferee, assignee, donee, Affiliate,
partner, member or stockholder, if not already a party, shall have become a
party to this Agreement in the capacity of a Stockholder and as a KKR Party, a
Trimaran Party, and/or a TTI Stockholder, as applicable, and shall have
furnished the Company and with an executed copy of this Agreement, and (3) with
respect


 


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to any
Transfer by a KKR Party, the KKR Parties must continue to control the voting of
a majority of the Common Stock held by the KKR Parties on the date hereof, and
with respect to any Transfer by a Trimaran Party, the Trimaran Parties must
continue to control the voting of a majority of the Common Stock held by the Trimaran
Parties on the date hereof.


 


(r)      “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.


 


(s)     “Pro Rata Share” shall
mean, with respect to a Stockholder, the ratio of (A) the total number of
shares of Common Stock held by such Stockholder immediately prior to the
issuance of the New Securities (assuming full exchange, conversion and exercise
of all Convertible Securities held by such Stockholder at such time) to (B) the
Fully Diluted Capitalization of the Company immediately prior to the issuance
of the New Securities.


 


(t)      “Public Offering” shall
mean the consummation of the Company’s sale of its Common Stock to the general
public for the account of the Company in a firm commitment underwritten public
offering pursuant to an effective registration statement under the Securities
Act.


 


(u)     “Qualified Stockholder”
shall mean, as of a date of determination, a Stockholder who as of such date
(i) owns Common Stock and Convertible Securities representing at least 1% of
the Company’s Fully Diluted Capitalization, and (ii) is an Accredited Investor.


 


(v)     “SEC” shall mean the
Securities and Exchange Commission.


 


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


 


(x)      “Stockholders” shall
mean the Persons listed on Exhibit A to this Agreement, as amended from
time to time in accordance with the terms hereof, and any of such Persons’
permitted assigns.


 


(y)     “Subsidiary” shall
mean any and all corporations, partnerships, limited liability companies and
other entities with respect to which another specified corporation or other
entity directly or indirectly owns more than 50% of (i) the securities having
the power to elect members of the board of directors or similar body governing
the affairs of such entity or (ii) the equity interests of such entity.


 


(z)      “Transfer” shall mean,
with respect to any shares of Common Stock, any direct or indirect, voluntary
or involuntary, offer to sell, transfer, sale, assignment, pledge,
hypothecation, short sales, loan, grant of an option to purchase or other
disposition of any of the shares of Common Stock, or the entering of any
contract or agreement to do any of the foregoing.


 


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(aa)   “Trimaran” shall mean
Trimaran Fund Management, LLC, a Delaware limited liability company.


 


(bb)   “Trimaran Party” shall
mean Trimaran Capital, L.L.C., Trimaran Fund II, L.L.C., Trimaran Parallel Fund
II, L.P., CIBC Employee Private Equity Fund (Trimaran) Partners, TTI Securities
Acquisition, L.L.C. and CIBC Capital Corporation, and any Person to whom a Trimaran
Party Transfers shares of Common Stock in compliance with this Agreement; provided
such Person becomes a party to this Agreement in the capacity of a Trimaran
Party.


 


(cc)   “TTI Stockholders” shall
mean the Stockholder set forth on Exhibit A to this Agreement, other
than the KKR Parties, and any Person (other than the Company or the KKR
Parties) to whom such Stockholders Transfer shares of Common Stock in
accordance with this Agreement and, as a result, such Person is required by
this Agreement to become a party hereto.


 


(dd)   “TTI Stockholder’s Transfer
Percentage” shall mean, with respect to a TTI Stockholder the percentage
equal to the total number of shares of Common Stock Transferred by such TTI
Stockholder, excluding Permitted Transfers, divided by the aggregate number of
shares of Common Stock acquired at any time, from time to time, by such TTI
Stockholder, other than share of Common Stock acquired by Permitted Transfers.


 


1.2          Certain
Additional Definitions.  As used in
this Agreement, the following terms shall have the respective meanings ascribed
thereto in the respective sections of this Agreement set forth opposite each
such term below:


 




	
  Term

  	
   

  	
  Section

  	
   

  
	
  5% Holder

  	
   

  	
  4.2(a)

  	
   

  
	
  Agreement

  	
   

  	
  Preamble

  	
   

  
	
  Approved Sale

  	
   

  	
  4.5(d)

  	
   

  
	
  Debt Tag-Along Notice

  	
   

  	
  6.1

  	
   

  
	
  Drag-Along Sale

  	
   

  	
  4.5(a)

  	
   

  
	
  Drag-Along Sale Date

  	
   

  	
  4.5(b)

  	
   

  
	
  Drag-Along Sale Notice

  	
   

  	
  4.5(b)

  	
   

  
	
  Dragged Stockholder

  	
   

  	
  4.5(a)

  	
   

  
	
  Dragging Stockholder

  	
   

  	
  4.5(a)

  	
   

  
	
  Holder Notice

  	
   

  	
  4.2(a)

  	
   

  
	
  Holder ROFO Period

  	
   

  	
  4.2(a)

  	
   

  
	
  KKR Designees

  	
   

  	
  2.1(b)

  	
   

  
	
  KKR Designee Positions

  	
   

  	
  2.1(b)

  	
   

  
	
  KKR Nominees

  	
   

  	
  2.2(a)

  	
   

  
	
  Merger Agreement

  	
   

  	
  Recitals

  	
   

  
	
  Offered Notice

  	
   

  	
  4.2(a)

  	
   

  
	
  Offered Shares

  	
   

  	
  4.2(a)

  	
   

  
	
  Order

  	
   

  	
  4.2(d)

  	
   

  
	
  Participating ROFO
  Holder

  	
   

  	
  4.2(a)

  	
   

  
	
  Proposed Purchaser

  	
   

  	
  4.5(a)

  	
   

  
	
  Purchasing Holder

  	
   

  	
  6.1

  	
   

  






 


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  Purchase Notice

  	
   

  	
  6.1

  	
   

  
	
  Purchase Offer

  	
   

  	
  4.2(a)

  	
   

  
	
  ROFO Holder

  	
   

  	
  4.2(a)

  	
   

  
	
  Stand-Off Period

  	
   

  	
  4.1(c)

  	
   

  
	
  Tag-Along Notice

  	
   

  	
  4.3(a)

  	
   

  
	
  Tagging Holder

  	
   

  	
  4.3(a)

  	
   

  
	
  Transferor

  	
   

  	
  4.2(a)

  	
   

  
	
  Trimaran Designees

  	
   

  	
  2.1(b)

  	
   

  
	
  Trimaran Designee
  Positions

  	
   

  	
  2.1(b)

  	
   

  
	
  Trimaran Nominees

  	
   

  	
  2.2(a)

  	
   

  
	
  Unexercised Debt

  	
   

  	
  6.2

  	
   

  
	
  Unexercised Securities

  	
   

  	
  5.2

  	
   

  
	
  Unpurchased Offered
  Shares

  	
   

  	
  4.2(a)

  	
   

  






 


2.             Board
of Directors.


 


2.1          Prior
to Initial Public Offering.


 


(a)     Authorized Directors.  Prior to consummation of the Company’s
Initial Public Offering, the authorized number of directors on the Board shall
be set forth in the by-laws of the Company, as may be amended from time to time
by the Board or stockholders owning a majority of the outstanding shares of
Common Stock of the Company, but shall be not less than seven.


 


(b)     Board Designees.  The Company agrees to take such actions as
are necessary, and each Stockholder hereby agree to vote all of the shares of
the Company’s capital stock then held by it and to take such other actions as
are necessary, including acting by written consent, so as to elect and
thereafter continue in office as directors of the Company:


 


(i)            So
long as the Trimaran Parties holds at least 10% of the Fully Diluted
Capitalization of the Company, three individuals designated by Trimaran (the “Trimaran
Designees” and the director positions so designated being referred to
herein as the “Trimaran Designee Positions”).  The Trimaran Designees shall initially be Jay
Bloom, Mark Dalton and Andrew Weller; and


 


(ii)           So
long as the KKR Parties hold at least 10% of the Fully Diluted Capitalization
of the Company, all other members of the Board will be designated by Hubcap
(the “KKR Designees” and the director positions so designated being
referred to herein as the “KKR Designee Positions”).  The KKR Designees shall initially be James H.
Greene, Jr., Frederick M. Goltz, and Todd A. Fisher.


 


(c)     KKR Designees.  So long as the KKR Parties hold at least 10%
of the Fully Diluted Capitalization of the Company, Hubcap shall have the
right, upon written notice to the Company and the other Stockholders, to (i)
remove and replace each KKR Designee during his term in office and (ii) to fill
any vacancy otherwise occurring in a KKR Designee Position.  Upon receipt of such written notice, the
Company


 


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agrees to take
such actions as are necessary, and each of the other Stockholders agrees to
vote all of its shares of the Company’s capital stock then held by it and to
take such other actions as are necessary, including acting by written consent,
so as to remove each KKR Designee so specified in such notice (if applicable)
and fill the vacancies in the KKR Designee Positions, as the case may be,
created by or otherwise referred to in any such notice.  Any vacancies in the KKR Designee Positions
shall be filled only in accordance with the provisions of this Section 2.1(c).


 


(d)     Trimaran Designees.  So long as the Trimaran Parties hold at least
10% of the Fully Diluted Capitalization of the Company, Trimaran shall have the
right, upon written notice to the Company and the other Stockholders, to (i)
remove and replace each Trimaran Designee during his term in office and (ii) to
fill any vacancy otherwise occurring in a Trimaran Designee Position.  Upon receipt of such written notice, the
Company agrees to take such actions as are necessary, and each of the other Stockholders
agrees to vote all of its shares of the Company’s capital stock then held by it
and to take such other actions as are necessary, including acting by written
consent, so as to remove each Trimaran Designee so specified in such notice (if
applicable) and fill the vacancies in the Trimaran Designee Positions, as the
case may be, created by or otherwise referred to in any such notice.  Any vacancies in the Trimaran Designee
Positions shall be filled only in accordance with the provisions of this Section
2.1(d).


 


(e)     Committees.  So long as there is an Audit Committee
created by the Board, one Trimaran Designee shall be a member of the Audit
Committee, and so long as there is a Compensation Committee created by the
Board, one Trimaran Designee shall be a member of the Compensation Committee.
The number of members, the scope of such committees responsibilities and
authority, and the remaining members of such committees shall be determined by
a majority of the members of the Board.


 


(f)      Subsidiary Boards.  Upon the written request of either Trimaran
or Hubcap to the Company, the Company shall cause the size and composition of
the board of directors, or other governing body, of each Subsidiary of the
Company identified in such written notice to be the same as the Board.


 


(g)     Minimum Ownership.  From and after the date on which the KKR
Parties no longer hold at least 10% of the Fully Diluted Capitalization of the
Company, the right set forth in Section 2(b)(ii)  and the right of the KKR Designees to
continue in office as directors shall terminate, and if requested by Trimaran,
Hubcap shall cause such KKR Designees to tender to the Company their written
resignations as directors of the Company (which resignations shall be effective
on delivery to the Company) as soon as reasonably practicable after such date,
but in no event later than five days following the date of such request.  From and after the date on which the Trimaran
Parties no longer hold at least 10% of the Fully Diluted Capitalization of the
Company, the right set forth in Section 2(b)(i) 
and the right of the Trimaran Designees to continue in office as
directors shall terminate, and if requested by Hubcap, Trimaran shall cause
such Trimaran Designees to tender to the Company their written resignations as
directors of the Company (which resignations shall be effective on delivery to
the Company) as soon as reasonably practicable after such date, but in no event
later than five days following the date of such request.


 


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(h)     Director Expenses;
Indemnification.  The Company shall
pay all reasonable out-of-pocket expenses incurred by any director in
connection with the participation by directors in attending meetings of the
Board (and committees thereof) and the boards of directors (and committees
thereof) of any Subsidiaries of the Company. 
The directors of the Company shall be indemnified by the Company to the fullest
extent permitted by Delaware law.


 


(i)      Stockholder Action.  Each Stockholder shall vote all of such
Stockholder’s shares of capital stock at any regular or special meeting of
stockholders of the Company or in any written consent executed in lieu of such
a meeting of stockholders and shall take all other actions necessary (whether
in such Stockholder’s capacity as a stockholder or otherwise) (i) to give
effect to the agreements contained in Sections 2.1(a) through (h), and (ii) to
ensure that the certificate of incorporation and by-laws of the Company do not
conflict in any respect with such provisions.


 


(j)      Termination.  This Section 2.1 shall expire and be of no
further force and effect upon the earlier to occur of (i) the closing of the
Company’s Initial Public Offering, and (ii) consummation of a Change of
Control.


 


2.2          Following
Initial Public Offering.


 


(a)     Board Designees.  From and after the date of the closing of the
Company’s Initial Public Offering, the Company, subject to the fiduciary duties
of the Board, agrees to use its reasonable best efforts to take such actions as
are necessary to nominate as director and solicit proxies in favor of the
election of such nominees:


 


(i)            Trimaran
Nominees:


 


So long as the Trimaran Parties hold at least 30% of
the Fully Diluted Capitalization of the Company, four (4) individuals
designated by Trimaran;


 


In the event the Trimaran Parties hold less than 30%
but at least 25% of the Fully Diluted Capitalization of the Company, three (3) individuals
designated by Trimaran;


 


In the event the Trimaran Parties hold less than 25%
but at least 15% of the Fully Diluted Capitalization of the Company, two (2) individuals
designated by Trimaran; and


 


In the event the Trimaran Parties hold less than 15%
but at least 10% of the Fully Diluted Capitalization of the Company, one (1)
individual designated by Trimaran (collectively, the “Trimaran Nominees”).


 


(ii)           KKR
Nominees:


 


So long as the KKR Parties hold at least 30% of the
Fully Diluted Capitalization of the Company, four (4) individuals designated by
Hubcap;


 


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In the event the KKR Parties hold less than 30% but at
least 25% of the Fully Diluted Capitalization of the Company, three (3)
individuals designated by Hubcap;


 


In the event the KKR Parties hold less than 25% but at
least 15% of the Fully Diluted Capitalization of the Company, two (2)
individuals designated by Hubcap; and


 


In the event the KKR Parties hold less than 15% but at
least 10% of the Fully Diluted Capitalization of the Company, one (1)
individual designated by Hubcap (collectively, the “KKR Nominees”).


 


(b)     Minimum Ownership. In
the event that the right of Hubcap or Trimaran to nominate one or more members
of the board is reduced or eliminated in accordance with the terms of this
Agreement, such reduction or elimination, as the case may be, shall be given
effect as of the immediately succeeding proxy statement and stockholders’
meeting relating to the election of members of the Board and to the extent
necessary at each such immediately succeeding meeting or meetings (and thru
such related proxy or proxies) in order to give full effect to such reduction
or elimination, as the case may be.


 


(c)     Stockholder Action.  Each Stockholder shall vote all of such
Stockholder’s shares of capital stock at any regular or special meeting of
stockholders of the Company or in any written consent executed in lieu of such
a meeting of stockholders and shall take all other actions necessary (whether
in such Stockholder’s capacity as a stockholder or otherwise) to give effect to
the agreements contained in this Section 2.2.


 


(d)     Subsidiary Boards.  To the extent that KKR Nominees (other than
KKR Nominees who are employees of the Company) are serving on the board of
directors or similar governing body of a subsidiary of the Company, then, upon
the written request of Trimaran, the Company shall cause such Subsidiary’s
board of directors or similar governing body to include Trimaran Nominees in
the same proportion as Trimaran Nominees bear to KKR Nominees on the Board.


 


3.             Negative
Covenants.


 


3.1          Protective
Provisions. In addition to other rights provided by law or in the Company’s
certificate of incorporation and by-laws, so long as any shares of Common Stock
remain outstanding, after the date hereof, the Company shall not, and shall
cause its Subsidiaries not to, without first obtaining the approval (by vote or
written consent, as provided by law) of the holders of at least 75% of the then
outstanding shares of Common Stock, voting together as a single class, do or
commit to do any of the following actions (either directly or by amendment,
merger, consolidation, or otherwise):


 


(a)     enter into any transaction
between or among the Company and/or any Subsidiary, on the one hand, and any Person
who holds 5% or more of the Common Stock on the date such transaction is
approved, any director of the Company or any of such Persons Affiliates
(excluding the Company and its Subsidiaries), on the other 


 


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hand;
provided, however, that nothing in this Section 3.1(a) shall be deemed to
prohibit (A)  normal and customary compensation
and benefit programs for employees and directors on terms approved by the
Board, (B) transactions which are unanimously approved by the Board (excluding
directors who abstain because they, or a Person with which they have a
relationship, are interested in the transaction being approved), and (C)
transactions entered into in the ordinary course of the Company’s or its
Subsidiaries’ business that are on terms no less favorable to the Company and/or
its Subsidiaries than those the Company and/or its Subsidiaries could otherwise
receive in an arms length transaction from an unaffiliated third party;


 


(b)     amend or modify the
certificate of incorporation or by-laws of the Company, other than amendments
which are customary or necessary in connection with the Company’s Initial
Public Offering, or are required for the Company to comply with the listing
standards of any exchange or NASDAQ National Market upon which the Company is
proposed to be listed, or in order to comply with the Exchange Act or the
provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations
promulgated by the SEC thereunder;


 


(c)     authorize, enter into or
consummate (i) a single transaction or series of related transactions
constituting the sale of material assets of the Company and its Subsidiaries,
taken as a whole, other than in the ordinary course of business of the Company
and its Subsidiaries, or (ii) a Change of Control;


 


(d)     make any material change in
the lines of business in which the Company and its Subsidiaries operate on the
date hereof;


 


(e)     grant options to purchase
Common Stock or issue Common Stock (other than pursuant to the exercise of
options previously issued) to employees, consultants, officers and directors of
the Company and its Subsidiaries as equity incentive compensation, if after
such grant or issuance the aggregate number of shares of Common Stock issued or
issuable upon exercise of options (without duplication) exceeds in the aggregate
3,196.66 (adjusted to give effect to stock splits, stock dividends, stock
combinations, recapitalizations and the like with respect to the Common Stock;


 


(f)      voluntarily liquidate,
wind-up or dissolve the Company or voluntarily commence any bankruptcy,
insolvency, reorganization or other case or proceeding under any bankruptcy or
insolvency law with respect to the Company or make a general assignment for the
benefit of creditors of the Company.


 


3.2          Expiration
of Restrictions.  This Section 3
shall terminate and be of no further force or effect upon the earlier to occur
of (i) a closing of the Company’s Initial Public Offering, and (ii)
consummation of a Change of Control.


 


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4.             Transfer
of Common Stock.


 


4.1          Transfers Restrictions.


 


(a)     General.  Each Stockholder agrees that any Transfer of any
shares of Common Stock of the Company now or hereafter owned or held by such Stockholder
shall be made in conformity with the terms of this Agreement.  Any Transfer of shares of Common Stock
subject to this Agreement not made in conformance with this Agreement shall be
null and void, and neither the Company nor any transfer agent shall give any
effect in the Company’s stock records to such attempted Transfer and shall not
be recognized by the Company.  Each
Stockholder represents and warrants that it is the sole legal and beneficial
owner of those shares of Common Stock set forth opposite its name on Exhibit
A hereto, and that no other Person has any interest (other than a community
property interest) in such shares.


 


(b)     Restrictions on TTI Stockholders.  In addition to the other restrictions
contained herein, until the fifth anniversary of the date hereof, without the
written consent of the Company and the KKR Parties owning a majority of the
shares of Common Stock owned by the KKR Parties, which they may withhold in
their sole discretion, each TTI Stockholder agrees not to Transfer any shares
of its Common Stock if such TTI Stockholder’s Transfer Percentage exceeds the KKR
Parties’ Transfer Percentage.  Notwithstanding
the foregoing, (A) each TTI Stockholder may Transfer any shares of its Common
Stock pursuant to (i) Permitted Transfers made in compliance with this
Agreement, and (ii) Transfers made pursuant to Section 4.3 of this Agreement;
and (B) after the closing of the Company’s Initial Public Offering, any TTI
Stockholder, who at the time of a proposed Transfer, owns less than one percent
(1%) of the Company’s Fully Diluted Capitalization, may Transfer during any 12
month period shares of its Common Stock with an aggregate market value of
$100,000 or less, such market value to be based upon the closing sales price of
the Common Stock on the day of the Transfer, as reported on the principal
exchange on which the Common Stock is traded, which Transfers pursuant to this
Section 4.1(b)(B) shall not be subject to Section 4.3.  In addition, without the consent of the
Company and the KKR Parties, which they may withhold in their sole discretion,
each TTI Stockholder agrees not to Transfer any shares of its Common Stock to a
competitor, supplier or customer of the Company.


 


(c)     Market Standoff Agreement.
 Provided that all Stockholders are
treated equally and all executive officers and directors of the Company are
also so bound, each Stockholder agrees that, if so requested by the Board or
any managing underwriter in respect of an underwritten public offering of the Company’s
securities, such Stockholder 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 Company’s
securities, including without limitation shares of Common Stock, options or
warrants exercisable for shares of the Company’s securities, or any other security
convertible into or exchangeable for shares of the Company’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 Company filed under the Securities Act (or such shorter period
as the Company 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 Company
or managing underwriter may authorize) (each, a “Stand-Off Period”).  Each Stockholder agrees to execute and
deliver a lock up agreement as may be reasonably requested by the Company
and/or managing underwriter consistent with the foregoing obligations.  In order to


 


11





















 


enforce the
foregoing covenant, the Company may impose stock transfer restrictions with
respect to the securities (including any shares Common Stock) of each Stockholder
until the end of the applicable Stand-Off Period.  Notwithstanding the foregoing, the
obligations described in this Section 4.1(c) 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.


 


(e)     Securities Laws Compliance.  Each of the Stockholders agrees and
acknowledges that to the extent such Stockholder is permitted pursuant to this
Agreement to Transfer Common Stock, such Stockholder will not Transfer any
shares of Common Stock unless (i) the Transfer is pursuant to an effective
registration statement under the Securities Act, or the rules and regulations
in effect thereunder, (ii) counsel for the Stockholder (which counsel shall be
reasonably acceptable to the Company) shall have furnished the Company with an
opinion, satisfactory in form and substance to the Company, that no such
registration is required because of the availability of an exemption from
registration under the Securities Act, or (iii) such Transfer is made in
conformity with Rule 144 promulgated under the Securities Act.


 


(f)      Legend.  Any certificate representing outstanding
shares of Common Stock that are held by a party to this Agreement shall bear
the following legend, in addition to any other legend required by law or
otherwise:


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
GOVERNED BY THE TERMS OF THAT CERTAIN SHAREHOLDER RIGHTS AGREEMENT (THE “SHAREHOLDER
AGREEMENT”) DATED AS OF JANUARY 31, 2005, A COPY OF WHICH IS ON FILE AT THE
OFFICES OF THE COMPANY.  ANY ATTEMPT TO
TRANSFER OR ENCUMBER ANY INTEREST IN THE SHARES REPRESENTED BY THIS CERTIFICATE
NOT IN ACCORDANCE WITH SUCH SHAREHOLDER AGREEMENT SHALL BE NULL AND VOID, AND
NEITHER THE COMPANY NOR ANY TRANSFER AGENT OF SUCH SECURITIES SHALL GIVE ANY
EFFECT TO SUCH ATTEMPTED TRANSFER OR ENCUMBRANCE IN ITS SHARE RECORDS.  THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE
OF IT, AGREES TO BE BOUND BY THE TERMS OF THE SHAREHOLDER AGREEMENT.”


 


The
Stockholders agree that the Company may instruct its transfer agent to impose
transfer restrictions on the shares represented by certificates bearing the
legend referred to in this Section 4.1(e) to enforce the provisions of this
Agreement and the Company agrees to promptly do so.  The legend shall be removed upon termination
of this Agreement or if the shares of Common Stock represented by such
certificate are held by a Person who is not a party to this Agreement.


 


12





















 


4.2          Right
of First Offer.


 


(a)     Right of First Offer.


 


(i)            Subject
to compliance with Section 4.1, in the event a Stockholder (a “Transferor”)
in good faith proposes, at any time, to Transfer any shares of Common Stock for
value, other than as provided in Section 4.4 hereof, (the “Offered Shares”),
then such Transferor shall deliver a written offer to sell the Offered Shares (the
“Offer Notice”) to the Company and each Stockholder who at such time owns
at least 5% of the Company’s Fully Diluted Capitalization and is an Accredited
Investor (each, a “5% Holder”), which Offer Notice shall describe the
cash purchase price that the Transferor proposes to be paid for the Offered
Shares and any other material terms and conditions of the proposed Transfer.


 


(ii)           Each
5% Holder shall have the right, upon written notice to the Transferor (the “Holder
Notice”) within twenty (20) days after receipt of the Offer Notice (the “Holder
ROFO Period”) to purchase all, but not less than all, of its pro rata share
of the Offered Shares on the terms and conditions as set forth therein.  A 5% Holder who desires to exercise its
rights (a “ROFO Holder”) shall notify the Transferor and the Company in
writing prior to the expiration of the Holder ROFO Period.


 


(iii)          Each
ROFO Holder’s pro rata share under this Section 4.2(a) shall be equal to the
product obtained by multiplying (A) the aggregate number of Offered Shares by
(B) a fraction, the numerator of which is the number of shares of Common Stock
owned by the ROFO Holder at the time of the Transfer, assuming full exchange, conversion
and exercise of all Convertible Securities held by the ROFO Holder at such time,
and the denominator of which is the total number of shares of Common Stock
owned by all of the 5% Holders with rights to purchase under Section 4.2(b) at
the time of the Offer Notice, assuming full exchange, conversion and exercise of
all Convertible Securities held by the 5% Holders at such time.


 


(iv)          If
any 5% Holders fail to fully elect to exercise their rights of first offer with
respect to the Offered Shares pursuant to this Section 4.2(a) (the “Unpurchased
Offered Shares”), within such twenty (20) day period, the Transferor shall
give written notice of such failure to the fully participating ROFO Holders
(the “Participating ROFO Holders”) that they may elect to purchase all
of the Unpurchased Offered Shares upon similar terms as previously offered.  Each such Participating ROFO Holders shall
have ten (10) days after the date of receipt of such notice to agree to
purchase all or any portion of the Unpurchased Offered Shares by giving written
notice to the Transferor and stating therein the quantity of Unpurchased
Offered Shares to be purchased; provided that if the Participating ROFO Holders
in the aggregate elect to purchase more Offered Shares than are available as Unpurchased
Offered Shares, such Unpurchased Offered Shares shall be allocated to the Participating
ROFO Holders who elected to purchase a portion of the Unpurchased Offered
Shares on a pro rata basis according to each such Participating ROFO Holder’s Ownership
Percentage: provided further that no Participating ROFO Holder shall be allocated
a number of Unpurchased Offered Shares which is greater than the portion of the
Unpurchased Offered Shares such Participating ROFO Holder had notified the
Transferor it desired to purchase.


 


(v)           If
a 5% Holder gives the Transferor notice that it desires to purchase its pro
rata shares of the Offered Shares (including any shares subject to
re-allotment, as the case may be), the 5% Holder shall make payment for such
shares by check or wire transfer, against delivery of the shares to be
purchased at the time and place agreed upon by the parties, which shall be no
later than 45 days after the 5% Holders’ receipt of the Offer Notice (or such
longer period as


 


13





















 


may be necessary to comply with any
applicable provisions of the Hart Scott Rodino Antitrust Improvements Act of
1976, as amended), unless the Offer Notice contemplated a later closing date.


 


(b)     [INTENTIONALLY OMITTED].


 


(c)     Effect of Failure to
Exercise Right of First Offer.  If all of the Offered Shares to which the
Offer Notice refers are not elected to be purchased by the 5% Holders as
provided in this Section 4.2, subject to the rights of the Stockholders
pursuant to Section 4.3 below, the Transferor may Transfer such unpurchased
Offered Shares at the price and on the terms specified in the Offer Notice or
at a higher price, provided that such Transfer is consummated within one
hundred twenty (120) days after the date of delivery of the Offer Notice, and
provided further that any such sale is in accordance with all the terms and
conditions of this Agreement.


 


(d)     Judicial Transfers.  All proposed
judicial Transfers of shares of Common Stock subject to this Agreement by order
of any court or referee in bankruptcy (“Order”) shall be subject to the
terms and provisions of this Section 4.2. 
In the event a Transfer is proposed pursuant to an Order, all of the
terms of this Section 4.2 shall apply, with the following modification:  instead of an Offer Notice being delivered to
the 5% Holders, a copy of the Order shall be delivered to the Company and the 5%
Holders by the proposed transferee, which shall specify the number of shares of
Common Stock to be Transferred and the consideration per share.  For other purposes of this Section 4.2, the
receipt of the Order shall be treated as the receipt of the Offer Notice as set
forth in Section 4.2(a) above.  All
proposed Transfers pursuant to an Order which do not set forth a purchase price
capable of valuation which would allow the 5% Holders to exercise their right
of first offer are expressly prohibited. 
Any purported transfer in contravention of this Section 4.2(d) shall be
null and void and shall pass no title to the proposed transferee.


 


4.3          Tag-Along
Rights.


 


(a)     If the Transferor proposes to
Transfer Offered Shares which, when taken together with all shares of Common
Stock previously Transferred by the Transferor (excluding Transfers not subject
to this Section 4.3 pursuant to Section 4.4) exceed five percent (5%) of the
shares of Common Stock held by the Transferor on the date hereof, then each Stockholder
who does not send a Holder Notice in response to the Offer Notice, shall have
the right, upon written notice to the Transferor (the “Tag-Along Notice”)
within twenty (20) days after the delivery of the Offer Notice, to participate
in such Transfer, including pursuant to Section 4.2, on the same terms and
conditions set forth in the Offer Notice (a “Tagging Holder”).  The Tag-Along Notice shall indicate the
number of shares the Tagging Holder wishes to sell under this Section 4.3 and,
to the extent one or more Tagging Holder exercise such participation right in
accordance with this Section 4.3, the number of Offered Shares that the Transferors
may sell in the transaction shall be correspondingly reduced.


 


(b)     Each Tagging Holder may sell
in such transaction all or any part of that number of shares of Common Stock
equal to the product obtained by multiplying (A) the aggregate number of
Offered Shares proposed to be sold by the Transferor as set forth in the Offer
Notice, by (B) a fraction, the numerator of which is the


 


14





















 


number of
shares of Common Stock (assuming full exchange, conversion and exercise of all Convertible
Securities held by a Tagging Holder) owned by the Tagging Holder on the date of
the Offer Notice and the denominator of which is the total number of shares of Common
Stock owned by the Transferor, the Tagging Holders and any other Persons
entitled to participating in such Transfer by the Transferor (assuming full
exchange, conversion and exercise of all Convertible Securities held by such Transferor,
the Tagging Holders and such other Persons) on the date of the Offer Notice.


 


(c)     The Transferor shall assign
to each Tagging Holder as much of its interest in the agreement of sale,
including the rights under Section 4.2 hereof, with the proposed transferee as
such Tagging Holder shall be entitled to and shall accept, and such Tagging
Holder shall be obligated to provide the same representations, warranties,
indemnification and covenants to the proposed transferee as the Transferor under
such agreement of sale.  To the extent
that any proposed transferee prohibits such assignment or otherwise refuses to
purchase shares of Tagging Holders, as the case may be, from a Tagging Holder,
then the Transferor shall not sell the remaining Offered Shares to such
proposed transferee unless and until, simultaneously with such sale, the Transferor
shall purchase such shares from such Tagging Holders for the same consideration
per share and on the same terms and subject to the same conditions as the
proposed Transfer described in the Offer Notice.  Each Tagging Holder shall deliver to the Transferor
the certificate or certificates representing the shares of Common Stock to be
Transferred pursuant to this Section 4.3, duly endorsed for Transfer, together
with a limited power of attorney authorizing the Transferor to Transfer such
shares of Common Stock pursuant to the terms of such Transfer and to execute on
behalf of such Tagging Holder any purchase agreement or other documentation
required to consummate such Transfer.


 


(d)     After complying with the
provisions of this Section 4.3, the Transferor may, not later than one hundred
twenty (120) days following delivery of the Offer Notice, enter into an
agreement providing for the closing of the Transfer of the Offered Shares
covered by the Offer Notice within thirty (30) days of such agreement on terms
and conditions not more favorable than those described in the Offer
Notice.  Any proposed Transfer on terms
and conditions more favorable than those described in the Offer Notice, as well
as any subsequent proposed Transfer of any of the Offered Shares by the Transferor,
shall again be subject to the tag-along rights set forth in this Section 4.3,
and shall require compliance with the procedures described in this Section 4.3.  The exercise or non-exercise of the rights of
the Stockholder under this Section 4.3 to participate in one or more sales of
shares made by a Transferor shall not adversely affect their rights to
participate in subsequent sales of shares subject to this Section 4.3.


 


4.4          Exempt
Transfers.  Notwithstanding the
foregoing, the provisions of Sections 4.2 and 4.3 shall not apply to the Transfer
of any shares of Common Stock (i) made pursuant to a Permitted Transfer, (ii)
to the public pursuant to a registration statement filed with, and declared
effective by, the SEC under the Securities Act; (iii) to the Company pursuant
to an employment agreement or other agreement restricting the transfer of the such
shares; or (iv) pursuant to a Drag-Along Sale.


 


15





















 


4.5          Drag-Along
Rights.


 


(a)     Sales by the Dragging
Stockholders.  Notwithstanding
Section 4.2 and 4.3, if KKR Parties holding a majority of the shares of Common
Stock held by the KKR Parties and the Trimaran Parties holding a majority of
the shares of Common Stock held by the Trimaran Parties (collectively, the “Dragging
Stockholders”) determine to Transfer, whether by way of stock sale, merger,
consolidation or otherwise, at least 70%, in the aggregate, of the shares of
Common Stock then held by the KKR Parties and the Trimaran Parties to a
proposed purchaser (the “Proposed Purchaser”), except as set forth in
Section 4.5(e) (a “Drag-Along Sale”), then upon the request of the Dragging
Stockholders, each Stockholder other than the Dragging Stockholders (the “Dragged
Stockholders”) will sell to such Proposed Purchaser a number of shares of
Common Stock held by such Dragged Stockholder equal to the product of (i) the
aggregate number of shares of Common Stock then held by such Dragged Stockholder
multiplied by (ii) the Drag-Along Percentage. 
The terms and conditions of such Drag-Along Sale shall be on the same
terms and conditions as such Transfer by the Dragging Stockholders, including
without limitation, sale price with respect to the same type of securities,
representations and warranties, covenants and indemnification obligations; provided,
however, that the indemnification obligations of any Dragged Stockholder
shall be several and not joint, and a Dragged Stockholder’s maximum
indemnification obligations, absent fraud or willful misrepresentation by such
Dragged Stockholder, shall not exceed the proceeds received by such Dragged
Stockholder in the Drag-Along Sale; provided  further, however,
that the KKR Parties and the Trimaran Parties shall be entitled to receive fees
for advisory services in connection with the Drag-Along Sale which are approved
by the Board.


 


(b)     Notice.  Prior to making any Drag-Along Sale, the Dragging
Stockholder, if they determine that the Dragged Stockholders should participate
in such Transfer, shall provide each such Dragged Stockholder with written
notice (the “Drag-Along Notice”) not less than 10 business days prior to
the proposed date of the Drag-Along Sale (the “Drag-Along Sale Date”).  The Drag-Along Notice shall set forth (i) the
name of the Proposed Purchaser, (ii) the proposed amount and form of
consideration to be paid per share of Common Stock and the material terms and
conditions of the Transfer and (iii) the Drag-Along Sale Date and the date upon
which the Dragged Stockholders shall deliver to the Dragging Stockholders the
certificates representing the shares of Common Stock owned by such Dragged Stockholders,
duly endorsed, and the limited power of attorney referred to below.  Each Dragged Stockholder shall deliver to the
Dragging Stockholders the certificate or certificates representing their shares
of Common Stock, duly endorsed for transfer, on or before the date set forth in
the Drag-Along Notice for such delivery, together with a limited power of
attorney authorizing the Dragging Stockholders to sell or otherwise dispose of
such shares pursuant to the term of such Drag-Along Sale and to execute on
behalf of such Dragged Stockholders any purchase agreement or other
documentation required to consummate such Drag-Along Sale.


 


(c)     Effect of Drag-Along Sale.  If a Dragged Stockholder receives the
applicable purchase price from a Drag-Along Sale, but has failed to deliver
certificates representing its shares of Common Stock as described in this
Section 4.5, it shall for all purposes be deemed no longer to be a
stockholder of the Company, shall have no voting rights, shall not be entitled
to any dividends or other distributions with respect to the shares of Common
Stock held by it, and shall have no other rights or privileges granted to
shareholders under law or this Agreement.


 


16





















 


(d)     Sale of the Company.  If a Drag-Along Sale is to be effected in the
form of a merger or other corporate reorganization which requires approval of
the Stockholders, and if the Board approves the Drag-Along Sale (an “Approved
Sale”), the Dragged Stockholders shall vote for, consent to and raise no
objections against such Approved Sale and each Stockholder shall waive any
dissenters’ rights, appraisal rights or similar rights in connection with such
Approved Sale.  Each Dragged Stockholder
shall take all necessary or desirable actions in connection with the
consummation of the Approved Sale and the distribution of the aggregate
consideration from such Approved Sale as reasonably requested by the
Company.  Each Dragged Stockholder hereby
grants Hubcap and Trimaran, with full power of substitution and resubstitution,
individually and jointly an irrevocable proxy coupled with an interest to vote
such Dragged Stockholder’s shares of Common Stock in favor of an Approved Sale,
which proxy shall remain in full force and effect as long as the provisions of
this Section 4.5(d) remain in effect.


 


(e)     Exceptions to Drag-Along
Sale.  The following Transfers shall
not be deemed Drag-Along Sales: (i) Transfers to KKR Parties or Trimaran
Parties, (ii) Transfers in the form of dividends or distributions (whether upon
liquidation or otherwise) by the KKR Parties or the Trimaran Parties to its
current or former partners, members or stockholders (and any subsequent
transfers by such partners, members or stockholders) and (iii) Transfers not for
value.


 


4.6          Expiration
of Restrictions.  Sections 4.2 shall
terminate and be of no further force or effect upon the earliest to occur of
(i) the closing of the Company’s Initial Public Offering, and (ii) consummation
of a Change of Control.  Section 4.1 shall
terminate and be of no further force or effect upon the earliest to occur of
(i) consummation of a Change of Control, and (ii) the fifth anniversary of the
date of this Agreement.  Section 4.5
shall terminate and be of no further force of effect upon the earlier to occur
of (i) consummation of a Change of Control. 
Section 4.3 shall terminate and be of no further force and effect when
both Sections 4.1 and 4.2 have been terminated.


 


5.             Preemptive
Rights.


 


5.1          Pro
Rata Right.  In the event that the
Company seeks to sell New Securities in a private or similar non-public
offering, each Stockholder who is at such time a Qualified Stockholder, shall
be entitled to purchase pursuant to Section 5.2, at the proposed offering price
and upon the proposed offering terms, up to its Pro Rata Share of the New
Securities to be sold in such offering.


 


5.2          Required
Notices.  In the event the Company
proposes to undertake an issuance of New Securities, it shall give each
Qualified Stockholder written notice, of the proposed issuance, describing the
type of New Securities, the price, the general terms upon which the Company
proposes to issue the same and such Qualified Stockholder’s Pro Rata Share of
such New Securities and a statement that each Qualified Stockholder shall have
ten (10) days to respond to such notice. 
Each Qualified Stockholder shall have ten (10) business days after the
date of receipt of such notice to agree to purchase any or all of such
Qualified Stockholder’s Pro Rata Share of such New Securities for the price and
upon the general terms specified in the notice by giving written notice to the
Company and stating therein the quantity of New Securities to be
purchased.  In the event any Qualified
Stockholder fails to fully exercise the right of first offer as to their Pro
Rata Share of New Securities (the “Unexercised Securities”) within such
ten (10) day period, the Company shall give each other Qualified Stockholder
who has elected to fully exercise its right of first offer as to its Pro 


 


17





















 


Rata Share, written notice that it may elect
to purchase all of the Unexercised Securities upon similar terms as previously
offered.  Each such fully participating
Qualified Stockholder shall have ten (10) days after the date of receipt of
such notice to agree to purchase all or any portion of the Unexercised
Securities by giving written notice to the Company and stating therein the
quantity of Unexercised Securities to be purchased; provided that if the fully
participating Qualified Stockholders in the aggregate elect to purchase more
New Securities than are available as Unexercised Securities, such Unexercised
Securities shall be allocated to the fully participating Qualified Stockholders
who elected to purchase a portion of the Unexercised Securities on a pro rata
basis according to each such Qualified Stockholder’s Ownership Percentage;
provided further that no Qualified Stockholder shall be allocated a number of
Unexercised Securities which is greater than the portion of the Unexercised
Securities such Qualified Stockholder had notified the Company it desired to
purchase.


 


5.3          Company’s
Right to Sell.  After complying with
Section 5.1 and 5.2 the Company shall have ninety (90) days thereafter to sell
or enter into an agreement (pursuant to which the sale of New Securities
covered thereby shall be closed, if at all, within sixty (60) days from the
date of said agreement) and to sell all such New Securities which are not to be
purchased by the Qualified Stockholders, at a price and upon general terms no
more favorable in any material respect to the purchasers thereof than specified
in the Company’s notice.  In the event
the Company has not sold within said ninety (90) day period or entered into an
agreement to sell all such New Securities within said ninety (90) day period
(or sold and issued all such New Securities in accordance with the foregoing
within sixty (60) days from the date of said agreement), the Company shall not
thereafter issue or sell any New Securities, without first offering such
securities to the Qualified Stockholders in the manner provided above.


 


5.4          Assignment.  The right set forth in this Section 5 is
nonassignable, except that such right is assignable by each Qualified
Stockholder to any Affiliate of such Qualified Stockholder.


 


5.5          Termination
of Preemptive Rights.  This Section 5
shall terminate upon the earlier to occur of (i) the closing of the Company’s
Initial Public Offering, and (ii) consummation of a Change of Control.


 


6.             Rights
to Purchase Debt.


 


6.1          Pro
Rata Right. In the event any Stockholder (a “Purchasing Holder”)
proposes, at any time, to purchase or acquire any debt security of the Company
that is trading at a discount to par value or is convertible to equity of the
Company from one or more third parties, including pursuant to market purchases,
then such Purchasing Holder shall deliver a notice (the “Purchase Notice”)
to the Company and each Stockholder who is a such time a Qualified Stockholder,
which Purchase Notice shall describe in reasonable detail the proposed sale or
transfer including, without limitation, the amount of debt securities to be
acquired, the nature of the acquisition, and the consideration to be paid.  Each of the Qualified Stockholders shall have
the right, upon written notice to the Purchasing Holder (the “Debt Tag-Along
Notice”) within ten (10) days after receipt of such Purchase Notice, to
purchase up to its Pro Rata Share of all debt described in the Purchase Notice
on the same terms and conditions set forth in the Purchase Notice.


 


6.2          Required
Notices.  Each Debt Tag-Along Notice shall
be delivered to the Purchasing Holder and shall state therein the amount of
debt to be purchased.  In the event any
Qualified Stockholder fails to fully exercise its right to acquire its Pro Rata
Share of acquired debt


 


18





















 


(the “Unexercised Debt”) offered
within said ten (10) day period, the Purchasing Holder shall give each
Qualified Stockholder who has elected to fully exercise such right written
notice that it may elect to purchase all of the Unexercised Debt upon similar
terms as previously offered.  Each such
fully participating Qualified Stockholder shall have ten (10) days after the
date of receipt of such notice to agree to purchase all or any portion of the
Unexercised Debt by giving written notice to the Purchasing Holder and stating
therein the quantity of Unexercised Debt to be purchased; provided that if such
fully participating Qualified Stockholders in the aggregate elect to purchase
more debt than is available as Unexercised Debt, such debt shall be allocated
to such Qualified Stockholders on a pro rata basis according to each such
Qualified Stockholder’s Ownership Percentage; provided further that no
Qualified Stockholder shall be allocated an amount of Unexercised Debt which is
greater than the amount of Unexercised Debt such Qualified Stockholder had
notified the Purchasing Holder it desired to purchase.


 


6.3          Right
to Purchase.  After complying with
Sections 6.1 and 6.2, the Purchasing Holder shall have ninety (90) days
thereafter to acquire or enter into an agreement (pursuant to which the
purchase of debt covered thereby shall be closed, if at all, within sixty (60)
days from the date of said agreement) and to acquire all of such debt which the
Qualified Stockholders’ did not commit to purchase, at a price and upon general
terms no more favorable in any material respect to the Purchasing Holder
thereof than specified in the Purchase Notice. 
In the event the Purchasing Holder has not purchased within said ninety
(90) day period or entered into an agreement to acquire all of such debt within
said ninety (90) day period (or purchased or acquired all of such debt in
accordance with the foregoing within sixty (60) days from the date of said
agreement), the Purchasing Holder shall not thereafter acquire or purchase any
such debt, without first providing the Qualified Stockholders with the right to
acquire such debt in the manner provided above.


 


6.4          Termination
of Rights.  This Section 6 shall
terminate upon the earlier to occur of (i) the closing of the Company’s Initial
Public Offering, or (ii) consummation of a Change of Control.


 


7.             Covenants
of the Company.  The Company agrees
to the following covenants which shall remain in effect until expiration as
provided in Section 7.2 below:


 


7.1          Financial
Information Rights.


 


(a)     The Company shall furnish to
any Stockholder who at such time holds at least 15% of the Company’s Fully
Diluted Capitalization the following reports, provided such Stockholder agrees
to maintain the confidentiality of such information to the extent specified by
the Board:


 


(i)            As
soon as practicable after the end of each fiscal year, and in any event within
seventy five (75) days thereafter, an audited consolidated balance sheet as of
the end of such fiscal year and audited consolidated statements of income,
stockholders’ equity and cash flow for such fiscal year, each prepared in
accordance with generally accepted accounting principles, in reasonable detail
and accompanied by a report and opinion thereon by certified independent public
accountants of nationally recognized standing selected by the Board; and


 


(ii)           As
soon as practicable, but in any event within thirty (30) days after the end of
each of the first three (3) fiscal quarters of each fiscal year of the Company,
an


 


19





















 


 unaudited consolidated balance sheet as of the
end of such quarter and unaudited consolidated statements of income,
stockholders’ equity and cash flow for such fiscal quarter and for the current
fiscal year to date, prepared in accordance with generally accepted accounting
principles (other than for accompanying notes); and


 


(iii)          As
soon as practicable after the end of each month, an unaudited consolidated
balance sheet as of the end of such month and unaudited consolidated statements
of income, stockholders’ equity and cash flow for such month, prepared in
accordance with which generally accepted accounting principles (other than for accompanying
notes), together with the current financial forecast for the Company’s then
fiscal year; and


 


(iv)          Prior
to the beginning of each fiscal year, the Company’s annual operating budget for
the upcoming fiscal year; and


 


(v)           Such
other information relating to the financial condition, business, prospects or
corporate affairs of the Company as such Holders may from time to time
reasonably request.


 


(b)     To the extent the Company is
not required to file, or is not voluntarily filing, Forms 10-Q and 10-K with
the SEC, the Company shall furnish, upon written request from a Stockholder,
the following reports, provided such Stockholder agrees to maintain the
confidentiality of such information to the extent specified by the Board:


 


(i)            As
soon as practicable after the end of each fiscal year, and in any event within
seventy five (75) days thereafter, an audited consolidated balance sheet as of
the end of such fiscal year and audited consolidated statements of income,
stockholders’ equity and cash flow for such fiscal year, each prepared in
accordance with generally accepted accounting principles, in reasonable detail
and accompanied by a report and opinion thereon by certified independent public
accountants of nationally recognized standing selected by the Board; and


 


(ii)           As
soon as practicable, but in any event within thirty (30) days after the end of
each of the first three (3) fiscal quarters of each fiscal year of the Company,
an unaudited consolidated balance sheet as of the end of such quarter and
unaudited consolidated statements of income, stockholders’ equity and cash flow
for such fiscal quarter and for the current fiscal year to date, prepared in
accordance with generally accepted accounting principles (other than for
accompanying notes).


 


7.2          Expiration
of Covenants.  This Section 7 shall
expire and be of no further force or effect upon the earlier to occur of (i)
the closing of the Company’s Initial Public Offering, and (ii) consummation of
a Change of Control.


 


8.             Miscellaneous.


 


8.1          Successors
and Assigns.  Except as expressly
permitted hereby, the rights and obligations under this Agreement may not be
assigned without the written consent of the Company and Stockholders holding a
majority of the Common Stock held by Stockholders.  Except as otherwise expressed provided
herein, the provisions hereof shall inure to the benefit of, and be 


 


20





















 


binding upon, the respective successors, permitted
assigns, heirs, executors and administrators of the parties hereto.


 


8.2          Governing
Law; Waiver of Jury Trial.  This
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware, without regard to conflict of law rules.  THE STOCKHOLDERS AND THE
COMPANY HEREBY EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR
PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT, POWER, OR REMEDY UNDER OR IN
CONNECTION WITH THIS AGREEMENT AND AGREE THAT ANY SUCH ACTION SHALL BE TRIED
BEFORE A COURT AND NOT BEFORE A JURY. 
THE TERMS AND PROVISIONS OF THIS SECTION CONSTITUTE A MATERIAL
INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT.


 


8.3          Entire
Agreement.  This Agreement, the
Exhibits hereto, and the other documents delivered pursuant hereto constitute
the full and entire understanding and agreement among the parties with regard
to the subjects hereof and no party shall be liable or bound to any other party
in any manner by any representations, warranties, covenants, or agreements
except as specifically set forth herein or therein.  Nothing in this Agreement, express or
implied, is intended to confer upon any party, other than the parties hereto
and their respective successors and permitted assigns, any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, except as
expressly provided herein.


 


8.4          Severability.  Any invalidity, illegality, or limitation of
the enforceability of any one or more of the provisions of this Agreement, or
any part thereof, shall in no way affect or impair the validity, legality, or
enforceability of this Agreement with respect to any other term or
provision.  In case any provision of this
Agreement shall be invalid, illegal, or unenforceable, it shall, to the extent
practicable, be modified so as to make it valid, legal and enforceable and to
retain as nearly as practicable the intent of the parties, and the validity,
legality, and enforceability of the remaining provisions shall not in any way
be affected or impaired thereby.


 


8.5          Notices,
Etc.  Unless otherwise provided, any
notice required or permitted under this Agreement shall be in writing, shall be
effective upon receipt or, if earlier, (i) five (5) days after deposit with the
U.S. postal service or other applicable postal service, if delivered by first
class mail, postage prepaid, (ii) upon delivery, if delivered by hand, (iii)
one (1) business day after the day of deposit with FedEx or similar overnight
courier, freight prepaid, if delivered by overnight courier or (iv) one (1)
business day after the day of facsimile transmission (with confirmation of
receipt), if delivered by facsimile transmission with copy by first class mail,
postage prepaid, and shall be addressed as follows: (a) if to any Stockholder,
to the name and address set forth on Exhibit A hereto, and (b) if
to the Company, to Accuride Corporation, 7140 Office Circle, Evansville,
Indiana, 47715 Facsimile:  (812) 962-5470, Attn: David K. Armstrong.  Each of the parties herewith shall be
entitled to specify another address by giving notice as aforesaid to each of
the other parties hereto.


 


8.6          Amendment;
Waiver.  Except as otherwise be
provided in this Agreement, any term of this Agreement may be amended, modified
or supplemented and the observance of any term of this Agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the holders of
a majority of the shares of Common Stock held by the Stockholders; so long as (i)
such amendment, modification, supplement, waiver or consent does not adversely
affect the rights of any Stockholder or group of Stockholders hereunder
disproportionately, in which case, the written consent of such


 


21





















 


Stockholders disproportionately affected shall
be necessary, and (ii) any amendment or supplement to this Agreement that would
have the effect of changing the percentage of Common Stock that must be held by
holders approving an action must be approved in writing by the holders of the
same percentage of Common Stock; provided, however, that the Company 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
Stockholders of a majority of the outstanding Common Stock held by the
Stockholders, so long as such amendment, modification, supplement, waiver or
consent does not adversely affect the rights of Stockholders hereunder, or to
add Persons as Stockholder, KKR Parties, Trimaran Parties and TTI Stockholders,
as applicable, and to amend Exhibit A to add such Persons as
Stockholders, to the extent expressly permitted by this Agreement.  This Agreement may be terminated only with the
prior written consent of the Company, 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.


 


8.7          Attorneys’
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.


 


8.8          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.


 


8.9          Remedies.  Remedies for any breach by a party hereto
shall be cumulative with, and not exclusive of, any other remedies available to
any non-breaching party.  Upon a breach
of this Agreement, each non-breaching party, 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 parties hereto agree that
monetary damages would not be adequate compensation for any loss incurred by
reason of a breach of the provisions of this Agreement and hereby agree to
waive the defense in any action for specific performance that a remedy at law
would be adequate.


 


8.10        Titles
and Subtitles.  The titles of the Sections
and subsections of this Agreement are for convenience of reference only and are
not to be considered in construing this Agreement.


 


22





















 


8.11        Aggregation of Stock.  All shares of Common Stock and Convertible
Securities held or acquired by Affiliates shall be aggregated together for the
purpose of determining the availability of any rights under this Agreement,
including, without limitation, determining whether a Stockholder is a 5% Holder
or a Qualified Stockholder.


 


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


 


8.13        Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, but all of which
together shall constitute one instrument.


 


8.14        Third Parties.  Nothing in this Agreement, express or
implied, is intended to confer upon any person, other than the parties hereto
and their successors and assigns, any rights or remedies under or by reason of
this Agreement


 


8.15        Limited
Liability.  Notwithstanding any
provision hereof, none of the obligations of any KKR Party or any TTI
Stockholder under this Agreement shall be an obligation of any officer,
director, member, limited partner or general partner of such KKR Party or TTI
Stockholder.  Any liability or obligation
of any KKR Party or any TTI Stockholder arising out of this Agreement shall be
limited to and satisfied only out of the assets of such KKR Party or such TTI
Stockholder.


 


23





















 


IN
WITNESS WHEREOF, the parties hereto have caused this Shareholder Rights Agreement
to be executed by their respective officers thereunto duly authorized, as of
the date first above written.


 


 


	
   

  	
  ACCURIDE CORPORATION,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Terrence J. Keating

  	
   

  
	
   

  	
  Name: Terrence J. Keating

  
	
   

  	
  Title: President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  STOCKHOLDERS

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
					



 





















 


	
   

  	
  HUBCAP ACQUISITION
  L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/James H. Greene, Jr.

  	
   

  
	
   

  	
  Name:  James H. Greene, Jr.

  
	
   

  	
  Title:    President

  



 


 


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  DAVID RIESMEYER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/David Riesmeyer

  	
   

  
				



 


 


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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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  CIBC
  EMPLOYEE PRIVATE EQUITY

  FUND (TRIMARAN) PARTNERS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Jay Bloom

  	
   

  
	
   

  	
  Name:  Jay Bloom

  
	
   

  	
  Title:    Managing Director

  



 


 


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  TRIMARAN CAPITAL,
  L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Jay Bloom

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


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  TRIMARAN FUND II,
  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:  Jay Bloom

  
	
   

  	
  Title:    Managing
  Director

  



 


 


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  CIBC CAPITAL
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Jay Bloom

  	
   

  
	
   

  	
  Name:  Jay Bloom

  
	
   

  	
  Title:    Managing
  Director

  



 


 


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  TTI SECURITIES
  ACQUISITION, LLC

  
	
   

  	
  By:

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

  
	
   

  	
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Jay Bloom

  	
   

  
	
   

  	
  Name:  Jay Bloom

  
	
   

  	
  Title:    Managing Director

  



 


 


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  CARAVELLE
  INVESTMENT FUND,

  L.L.C.

  
	
   

  	
  By:

  	
  Trimaran Advisors,
  L.L.C., its Invest-

  
	
   

  	
  ment Manager and
  Attorney-in-Fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/David Millison

  	
   

  
	
   

  	
  Name:  David Millison

  
	
   

  	
  Title:    Managing Director

  



 


 


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  TIMOTHY MASEK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/Timothy Masek

  	
   

  
				



 


 


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  JOE HICKS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/Joe Hicks

  	
   

  
				



 


 


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  DONALD MUELLER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/Donald Mueller

  	
   

  
				



 


 


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  KENNETH TALLERING

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/Kenneth Tallering

  	
   

  
				



 


 


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  ANDREW WELLER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/Andrew Weller

  	
   

  
				



 


 


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  LEE SWAFFORD

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/Lee Swafford

  	
   

  
				



 


 


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  ANTHONY DONATELLI

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/Anthony Donatelli

  	
   

  
				



 


 


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  FRED CULBREATH

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/Fred Culbreath

  	
   

  
				



 


 


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  ROBERT JACKSON

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/Robert Jackson

  	
   

  
				



 


 


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  JAMES CIRAR

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/James Cirar

  	
   

  
				



 


 


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  CAMILLO SANTOMERO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/Camillo Santomero

  	
   

  
				



 


 


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  ADAM GOTTLIEB

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/Adam Gottlieb

  	
   

  
				



 


 


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  CIBC
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/illegible

  	
   

  
	
   

  	
  Name:  Illegible

  
	
   

  	
  Title:    Agent

  



 


 


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SHAREHOLDER RIGHTS AGREEMENT]


 





















 


 


	
   

  	
  THOMAS BEGEL

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/Thomas Begel

  	
   

  
				



 


 


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  JOHN WILKINSON

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/John Wilkinson

  	
   

  
				



 


 


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