Exhibit 4.2


 


ACCURIDE
CORPORATION


 


WARRANT
AGENT AGREEMENT


 


WARRANT AGENT
AGREEMENT, dated as of
                    ,
2010 (the “Agreement”), between Accuride Corporation, a Delaware
corporation (the “Company”), and American Stock Transfer &
Trust Company LLC, a New York limited liability trust company, as Warrant Agent
(the “Warrant Agent”). 
Capitalized terms used but not otherwise defined herein shall have the
respective meanings ascribed thereto in the Form of Warrant attached as Exhibit A
hereto.


 


WHEREAS, a plan of
reorganization for the Company and certain of its subsidiaries has been
confirmed by the United States Bankruptcy Court for the District of Delaware
(the “Plan”);


 


WHEREAS, pursuant
to the Plan, the Company will issue warrants to purchase common stock, $0.01
par value per share (the “Common Stock”), of the Company (the “Warrants”),
as hereinafter described to the holders (the “Holders”) of shares of
Common Stock as of the record date set forth in the Plan; and


 


WHEREAS, the
Company desires that the Warrant Agent act on behalf of the Company, and the
Warrant Agent is willing so to act, in connection with the issuance, transfer,
exchange and exercise of the Warrants and other matters as provided herein.


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements set forth in this
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


 


Section 1.                                            Appointment
of Warrant Agent.  The Company
hereby appoints the Warrant Agent to act as agent for the Company for the
Warrants, and the Warrant Agent hereby accepts such appointment and agrees to
perform the same in accordance with the terms and conditions set forth in this
Agreement.


 


Section 2.                                            Warrants.


 


Section 2.1     Form of Warrant.  Each Warrant shall be issued in registered
form only, shall be in substantially the form of Exhibit A hereto, the
provisions of which are incorporated herein and shall be signed by, or bear the
facsimile signature of, the president, or any vice president, on the one hand,
and the secretary, on the other hand, of the Company and shall bear a facsimile
of the Company’s seal.  In the event the
person whose facsimile signature has been placed upon any Warrant shall have
ceased to serve in the capacity in which such person signed the Warrant before
such Warrant is issued, it may be issued with the same effect as if he or she
had not ceased to be such at the date of issuance.  Each Warrant shall be dated the date such Warrant
was authorized to be transferred by the Company.


 

















 


Section 2.2     Effect of Countersignature. Unless
and until countersigned by the Warrant Agent pursuant to this Agreement, a
Warrant shall be invalid and of no effect and may not be exercised by the
holder thereof.


 


Section 2.3     Registration.


 


Section 2.3.1      Warrant Register.  The Warrant Agent shall maintain books (“Warrant
Register”), for the registration of original issuance and the registration
of transfer of the Warrants. Upon the initial issuance of the Warrants, the
Warrant Agent shall issue and register the Warrants in the names of the
respective holders thereof in such denominations and otherwise in accordance
with instructions delivered to the Warrant Agent by the Company.


 


Section 2.3.2      Registered Holder. Prior to due
presentment for registration of transfer of any Warrant, the Company and the
Warrant Agent may deem and treat the person in whose name such Warrant shall be
registered upon the Warrant Register (“registered holder”), as the absolute
owner of such Warrant and of each Warrant represented thereby (notwithstanding
any notation of ownership or other writing on the Warrant Certificate made by
anyone other than the Company or the Warrant Agent), for the purpose of any
exercise thereof, and for all other purposes, and neither the Company nor the
Warrant Agent shall be affected by any notice to the contrary.


 


Section 3.                                            Terms and
Exercise of Warrants.


 


Section 3.1     Warrant Price.  Each Warrant shall, when countersigned by the
Warrant Agent, entitle the registered holder thereof, subject to the provisions
of such Warrant and of this Agreement, to purchase one fully paid and
nonassessable share of Common Stock for each Warrant represented thereby (the “Warrant
Shares”) at the initial exercise price (“Warrant Price”) of $2.10
per share, subject to the adjustments provided the Warrant.


 


Section 3.2     Duration of Warrants.  Warrants may be exercised on or following
                    ,
2010 (the “Effective Date”) until
                    ,
2012 (the “Termination Date”).


 


Section 3.3     Exercise of Warrants.


 


Section 3.3.1      Payment.  A Warrant may be exercised, subject to the
terms and conditions of the Warrant and this Agreement, upon surrender to the
Company at the office of the Warrant Agent, which is currently located at the
address listed in Section 7.2 hereof, with the Exercise Notice as
set forth in the Warrant, duly executed, and, if the Warrant is exercised on a
cash basis, by payment in full of the Warrant Price as set forth in the
Warrant.


 


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Section 3.3.2      Cashless Exercise.  Upon receipt by the Warrant Agent of any
Exercise Notice indicating the Holder’s election to exercise a Warrant on a
cashless basis, the Warrant Agent shall promptly notify the Company of such
cashless exercise and the Company at its expense shall promptly compute the Net
Number (as defined in the Warrant) of Warrant Shares to be issued upon such
exercise in accordance with the terms of the Warrant and furnish to the Warrant
Agent a certificate setting forth such Net Number of Warrant Shares.


 


Section 3.3.3      Issuance of Warrant Shares.  Upon exercise of a Warrant, the Warrant Agent
shall within a reasonable time notify the Company of such exercise and the
Company shall within a reasonable time issue and deliver to the Holder (i) a
certificate or certificates for the total number of Warrant Shares (or the Net
Number of Warrant Shares, as applicable) for which the Warrant is being
exercised in the name of such Holder or its designee and (ii) if the
Warrant is exercised with respect to fewer than all of the Warrant Shares
represented by the Warrant, a new Warrant representing the number of Warrant
Shares in respect of which the Warrant has not been exercised.  The Warrant Shares will be deemed to have
been issued, and the person in whose name any certificate representing Warrant
Shares will be issuable upon the exercise of the Warrant (as indicated in the
Exercise Notice) will be deemed to have become the holder of record of (and will
be treated for all purposes as the record holder of) the Warrant Shares
represented thereby, immediately prior to the close of business on the Business
Day upon which the Warrant is exercised in accordance with the terms hereof.  The issuance of certificates for Warrant
Shares upon the exercise of a Warrant will be made without charge to the Holder
for any issuance tax in respect thereof; provided, however, that the Company
will not be required to pay any tax which may be payable in respect of any transfer
involved in the issuance and delivery of any certificate in a name other than
that of the Holder.  The Company shall
not close its books against the transfer of any Warrant or any Warrant Shares
issued or issuable upon the exercise of such Warrant in any manner which
interferes with the timely exercise of any Warrant.


 


Section 3.3.4      Valid Issuance.  All Warrant Shares issued upon the proper
exercise of a Warrant in conformity with this Agreement shall be validly
issued, fully paid and nonassessable.


 


Section 4.                                            Adjustments. 
The number of Warrant Shares issuable upon the exercise of a Warrant and
the Warrant Price shall be adjusted upon the occurrence of certain events, as
provided in the Warrant.


 


Section 4.1     Certificate as to Adjustments.  Upon the occurrence of each anti-dilution
adjustment (or readjustment) pursuant to the antidilution provisions of the
Warrants, the Company at its expense shall promptly compute such adjustment or
readjustment in accordance with the terms thereof and furnish to the Warrant
Agent a certificate setting forth such adjustment or readjustment and showing
in reasonable detail the facts upon which such adjustment is based.


 


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Section 5.                                            Transfer and
Exchange of Warrants.


 


Section 5.1     Registration of Transfer.  The Warrant Agent shall register the
transfer, from time to time, of any outstanding Warrant upon the Warrant
Register, upon surrender of such Warrant for transfer, properly endorsed with
signatures properly guaranteed and accompanied by written notice to the Company
at the office of the Warrant Agent in the form described in the Warrant (the “Transfer
Notice”).  Upon any such transfer, a
new Warrant or Warrants representing an equal aggregate number of Warrants
shall be issued in accordance with the Transfer Notice and the old Warrant
shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be
delivered by the Warrant Agent to the Company from time to time upon request.


 


Section 5.2     Procedure for Surrender of Warrants.  Warrants may be surrendered to the Warrant
Agent, together with the Transfer Notice, and thereupon the Warrant Agent shall
issue in exchange therefor one or more new Warrants as requested by the
registered holder of the Warrants so surrendered, representing an equal
aggregate number of Warrants.


 


Section 5.3     Service Charges.  No service charge shall be made for any
exchange or registration of transfer of Warrants.


 


Section 5.4     Warrant Execution and Countersignature.
The Warrant Agent is hereby authorized to countersign and to deliver, in
accordance with the terms of this Agreement, the Warrants required to be issued
pursuant to the provisions of this Section 5, and the Company,
whenever required by the Warrant Agent, will supply the Warrant Agent with
Warrants duly executed on behalf of the Company for such purpose.


 


Section 6.                                            Concerning
the Warrant Agent and Other Matters.


 


Section 6.1     Payment of Taxes. The Company will
from time to time promptly pay all taxes and charges that may be imposed upon
the Company or the Warrant Agent in respect of the issuance or delivery of
Warrant Shares upon the exercise of Warrants, but the Company shall not be
obligated to pay any transfer taxes in respect of the Warrants or Warrant
Shares.


 


Section 6.2     Resignation, Removal, Consolidation, or
Merger of Warrant Agent.


 


Section 6.2.1      Appointment of Successor Warrant Agent.
The Warrant Agent, or any successor to it hereafter appointed, may resign its
duties and be discharged from all further duties and liabilities hereunder
after giving 90 days’ written notice to the Company.  The Company may remove the Warrant Agent upon
60 days’ written notice of termination to the Warrant Agent.  If the office of the Warrant Agent becomes
vacant by resignation or incapacity to act or otherwise, the Company shall
appoint in writing a successor Warrant Agent in place of the Warrant
Agent.  If the Company shall fail to make
such appointment within a period of 60 days after it has been notified in
writing of such resignation or incapacity by the Warrant Agent or by the holder
of the Warrant (who 


 


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shall, with such notice, submit his Warrant for inspection by
the Company), then the holder of any Warrant may apply to the Supreme Court of the
State of New York for the County of New York for the appointment of a successor
Warrant Agent at the Company’s cost.  Any
successor Warrant Agent, whether appointed by the Company or by such court,
shall be a corporation or other entity organized and existing under the laws of
the State of New York, in good standing and having its principal office in the
Borough of Manhattan, City and State of New York, and authorized under such
laws to exercise corporate trust powers and subject to supervision or examination
by federal or state authority.  After
appointment, any successor Warrant Agent shall be vested with all the
authority, powers, rights, immunities, duties, and obligations of its
predecessor Warrant Agent with like effect as if originally named as Warrant
Agent hereunder, without any further act or deed; but if for any reason it
becomes necessary or appropriate, the predecessor Warrant Agent shall execute
and deliver, at the expense of the Company, an instrument transferring to such
successor Warrant Agent all the authority, powers, and rights of such
predecessor Warrant Agent hereunder; and upon request of any successor Warrant
Agent the Company shall make, execute, acknowledge, and deliver any and all
instruments in writing for more fully and effectually vesting in and confirming
to such successor Warrant Agent all such authority, powers, rights, immunities,
duties, and obligations.


 


Section 6.2.2      Notice of Successor Warrant Agent.
In the event a successor Warrant Agent shall be appointed, the Company shall
give notice thereof to the predecessor Warrant Agent not later than the
effective date of any such appointment.


 


Section 6.2.3      Merger or Consolidation of Warrant
Agent.  Any corporation into which
the Warrant Agent may be merged or with which it may be consolidated or any
corporation resulting from any merger or consolidation to which the Warrant
Agent shall be a party shall be the successor Warrant Agent under this
Agreement without any further act.


 


Section 6.3     Fees and Expenses of Warrant Agent.


 


Section 6.3.1      Remuneration.  The Company agrees to pay the Warrant Agent
the fees outlined on Schedule A attached hereto and will reimburse the
Warrant Agent upon demand for all expenditures that the Warrant Agent may
reasonably incur in the execution of its duties hereunder.


 


Section 6.3.2      Further Assurances.  The Company agrees to perform, execute,
acknowledge, and deliver or cause to be performed, executed, acknowledged, and
delivered all such further and other acts, instruments, and assurances as may
reasonably be required by the Warrant Agent for the carrying out or performing
of the provisions of this Agreement.


 


Section 6.4     Liability of Warrant Agent.


 


Section 6.4.1      Reliance on Company Statement.  Whenever in the performance of its duties
under this Warrant Agreement, the Warrant Agent shall deem it 


 


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necessary or desirable that any fact or matter be proved or
established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein
specifically prescribed) may be deemed to be conclusively proved and
established by a statement signed by the president, any vice president or the
general counsel of the Company and delivered to the Warrant Agent.  The Warrant Agent may rely upon such
statement for any action taken or suffered in good faith by it pursuant to the
provisions of this Agreement.


 


Section 6.4.2      Indemnity. The Warrant Agent shall
be liable hereunder only for its own gross negligence, willful misconduct or
bad faith.  The Company agrees to
indemnify the Warrant Agent and save it harmless against any and all
liabilities, including judgments, costs and reasonable counsel fees, for
anything done or omitted by the Warrant Agent in connection with this Agreement
except as a result of the Warrant Agent’s gross negligence, willful misconduct,
or bad faith.


 


Section 6.4.3      Exclusions. The Warrant Agent shall
have no responsibility with respect to the validity of this Agreement or with respect
to the validity or execution of any Warrant (except its countersignature
thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Warrant; nor shall
it be responsible to make any adjustments required under the Warrant or
responsible for the manner, method, or amount of any such adjustment or the
ascertaining of the existence of facts that would require any such adjustment;
nor shall it by any act hereunder be deemed to make any representation or
warranty as to the authorization or reservation of any Warrant Shares to be
issued pursuant to this Agreement or any Warrant or as to whether any Warrant
Shares will when issued be valid and fully paid and nonassessable.


 


Section 6.5     Acceptance of Agency. The Warrant
Agent hereby accepts the agency established by this Agreement and agrees to
perform the same upon the terms and conditions herein set forth and among other
things, shall account promptly to the Company with respect to Warrants
exercised and concurrently account for, and pay to the Company, all moneys
received by the Warrant Agent for the purchase of shares of the Company’s
Common Stock through the exercise of Warrants.


 


Section 7.                                            Miscellaneous.


 


Section 7.1     Successors. All the covenants and
provisions of this Agreement by or for the benefit of the Company or the
Warrant Agent shall bind and inure to the benefit of their respective
successors and assigns.


 


Section 7.2     Notices. Any notice, statement or
demand authorized by this Warrant Agreement to be given or made by the Warrant
Agent or by the holder of any Warrant to or on the Company shall be
sufficiently given when so delivered if by hand or overnight delivery or if
sent by certified mail or private courier service within five days after
deposit of such 


 


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notice, postage prepaid, addressed
(until another address is filed in writing by the Company with the Warrant
Agent), as follows:


 


Accuride
Corporation

77140 Office Circle


Evansville,
IN 47715


Attention: 
General Counsel

Facsimile:  (812) 962-5470


 


American Stock Transfer & Trust Co LLC 

59 Maiden Lane 

New York, N.Y. 10038


Attention: 
Corporate Secretary


 


Section 7.3     Applicable Law.  The validity, interpretation, and performance
of this Agreement and of the Warrants shall be governed in all respects by the
laws of the State of New York, without giving effect to conflict of laws.


 


Section 7.4     Examination of the Warrant Agent
Agreement.  A copy of this Agreement
shall be available at all reasonable times at the office of the Warrant Agent
for inspection by the registered holder of any Warrant.  The Warrant Agent may require any such holder
to submit his Warrant for inspection by it.


 


Section 7.5     Counterparts.  This Agreement may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one
and the same instrument.


 


Section 7.6     Effect of Headings.  The Section headings herein are for
convenience only and are not part of this Warrant Agreement and shall not
affect the interpretation thereof.


 


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IN WITNESS WHEREOF, the
Company and the Warrant Agent have caused this Agreement to be executed by
their duly authorized officers as of the date first above written.


 




	
   

  	
   

  	
  COMPANY:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ACCURIDE CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WARRANT AGENT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  






 

















 


Exhibit A


 


[Form of Warrant]


 

















 


Schedule A


 


Warrant Agent Fees:


 




	
  Initial
  Issuance Fee:

  	
   

  	
  $

  	
  3,500.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Monthly
  Fee:

  	
   

  	
  $

  	
  1,000.00