Exhibit 4.5


 


FORM OF
WARRANT


TO
PURCHASE SHARES OF COMMON STOCK


of


ACCURIDE
CORPORATION


A
Delaware Corporation


 


Warrant No.               


Number of Warrants:            

Date:                ,
2010 (the “Effective Date”)


CUSIP No. 00439T 115


 


VOID
AFTER           , 2012


 


This certifies
that, for value received, [                     ]
(the “Holder”) is the registered holder of [        ]
warrants (the “Warrants”) and is thereby entitled to purchase
from Accuride Corporation, a Delaware corporation (the “Company”),
subject to the terms and conditions set forth herein and in the Warrant Agent
Agreement, dated as of [              ],
2010 between the Company and American Stock Transfer & Trust Company
LLC, as Warrant Agent (the “Warrant Agent Agreement”), one fully paid
and nonassessable share of common stock, par value $0.01 per share (the “Common
Stock”),  of the Company for each Warrant
represented hereby (the “Warrant Shares”) at the initial exercise price
(“Warrant Price”) of $2.15 per share at any time and from time to time,
until the Termination Date (as defined in Section 5 below).  The Warrant Price and the number of Warrant
Shares that may be purchased upon exercise of the Warrants are subject to
adjustment pursuant to Section 4 hereof. 
The terms and conditions set forth in the Warrant Agent Agreement are
incorporated by reference in and made a part of this Warrant.


 


1.             Exercise.


 


(a)           Cash
Exercise.  Subject to the terms and
conditions hereof, this Warrant may be exercised by the Holder from time to time
on or after the Effective Date and on or prior to the Termination Date, in
whole or in part, upon delivery of a written notice in the form attached hereto
as Exhibit A (the “Exercise Notice”) to the Company, at the office
of the Warrant Agent, together with this Warrant and delivery of payment to the
Warrant Agent by (i) cash, (ii) wire transfer of immediately
available funds to a bank account that shall have been specified in writing for
such purpose by the Warrant Agent, (iii) a certified or bank check payable
to the Warrant Agent, or (iv) a combination of the foregoing, for the
aggregate Warrant Price of the Warrant Shares so purchased.


 


(b)           Cashless
Exercise.  In lieu of exercising this
Warrant on a cash basis pursuant to Section 1(a) hereof, subject to
the terms and conditions hereof, the Holder may elect instead to exercise this
Warrant from time to time, on or after the Effective Date and on or prior to
the Termination Date, in whole or in part, on a cashless basis to receive upon
such exercise the “Net Number” of shares of Common Stock determined
according to the following formula (a “Cashless Exercise”):


 

















 


	
  Net Number = (X x Y) — (X x Z)

  
	
                          Y

  



 


For purposes of the foregoing formula:


 


X = the total number of Warrant Shares with respect to which this
Warrant is then being exercised.


 


Y =
the Market Price
of the shares of Common Stock as of the Business Day immediately preceding the
date of receipt of the Exercise Notice by the Company.


 


Z = the Warrant
Price then
in effect for the applicable Warrant Shares at the time of such exercise.


 


To effect a
Cashless Exercise, the Holder shall deliver to the Company, at the office of
the Warrant Agent, the Exercise Notice indicating the Holder’s election to
exercise this Warrant on a cashless basis and this Warrant.


 


(c)           Market
Price; Business Day.  For purposes of
this Section 1, the “Market Price” of the shares of the Common
Stock on any particular date shall have the following meaning: (i) if the
Common Stock is listed for trading on a national securities exchange, the last
sale price of the Common Stock reported by such exchange on that date; (ii) if
the Common Stock is not listed on any such exchange and the Common Stock is
traded in the over-the-counter market, the last price reported by the OTC
Bulletin Board on that date; (iii) if the Common Stock is not listed on
any such exchange or quoted on the OTC Bulletin Board, then the last price
quoted on such date in the over-the-counter market as reported by the National
Quotation Bureau Incorporated (or any similar organization or agency succeeding
its functions of reporting prices) on that date; or (iv) if none of
clauses (i)-(iii) are applicable, then the fair market value of the
Common Stock as determined, in good faith, by the Board of Directors of the
Company.  As used herein, “Business
Day” means any day other than (i) a Saturday, (ii) a Sunday, (iii) any
day on which commercial banks in New York, New York are required or authorized
to close by law or executive order, and (iv) the Friday after Thanksgiving
Day.


 


(d)           Issuance
of Warrant Shares Upon Exercise. 
Upon exercise of this Warrant, 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 this Warrant is being exercised in the name of such
Holder or its designee and (ii) if this Warrant is exercised with respect
to fewer than all of the Warrant Shares represented by this Warrant, a new
Warrant representing the number of Warrant Shares in respect of which this
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 this 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 this Warrant is exercised
in accordance with the terms hereof.  The
issuance of certificates for Warrant Shares upon the exercise of this Warrant
will be made without charge to the Holder for any issuance tax in respect
thereof; provided, however, that the


 


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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 this Warrant or any Warrant Shares issued or
issuable upon the exercise of this Warrant in any manner which interferes with
the timely exercise of this Warrant.


 


(e)           Fractional
Shares.  Upon the exercise of the
rights represented by this Warrant, the Company will not be obligated to issue
fractional shares of Common Stock, and in lieu thereof, the Company will pay to
the Holder an amount in cash equal to the Market Price per share of Common
Stock as of the
Business Day immediately preceding the date of receipt of the Exercise Notice
by the Company multiplied by such fraction (rounded to the
nearest cent).


 


(f)            Notice of Certain Events.  The Company will provide the Holder with
written notice at least 10 days prior to the date on which the Company closes
its books or takes a record date (i) with respect to any dividend or
distribution of any cash, assets, securities or other property or rights upon
the Common Stock or (ii) for determining rights to vote with respect to
any reclassification, merger, consolidation, sale or conveyance to another
entity of all or substantially all of the property of the Company, in each case
which is effected in such a way that the holders of Common Stock are entitled
to receive (either directly or upon subsequent liquidation) stock, securities
or assets with respect to or in exchange for Common Stock.


 


2.             Representations
and Warranties of Company.  The
Company represents and warrants to the Holder as follows:


 


(a)           The
Company has the requisite corporate power and authority to enter into this
Warrant and to perform its obligations hereunder.  The execution and delivery of this Warrant
and the performance by the Company of its obligations hereunder have been duly
authorized by all necessary corporate action on the part of the Company.  This Warrant has
been duly executed and delivered by the Company and constitutes a valid and
binding obligation of the Company, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws
affecting creditors’ rights and remedies generally, and subject, as to
enforceability, to general principles of equity.


 


(b)           The
execution and delivery of this Warrant and the performance by the Company of
its obligations does and will not conflict with, or result in a breach or
violation of the terms, conditions or provisions of, or constitute a default
(or an event with which the giving of notice or passage of time or both could
result in default) under, or result in the creation or imposition of any lien
pursuant to the terms of the certificate of incorporation and bylaws of the
Company, as amended to date.


 


(c)           The
Warrant Shares to be issued upon exercise of the Warrants, when issued as
contemplated by this Warrant, will be duly authorized, validly issued, fully
paid and nonassessable.


 


(d)           The
Company will at all times reserve and keep available, solely for issuance upon
the exercise of this Warrant, such number of authorized but unissued shares of
Common Stock as will be sufficient to permit the exercise in full of this
Warrant.


 


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3.             Warrant Register; Transfer of
Warrants.


 


(a)           The
Company shall cause the Warrant Agent to maintain at its office (or such office
or agency of the Company as the Company may designate by notice to the Holder),
a register for this Warrant (the “Warrant Register”), in which the
Warrant Agent shall record the name and address of the Holder in whose name
this Warrant has been issued, as well as the name and address of each
transferee. The Company may treat the Holder in whose name any Warrant is
registered on the Warrant Register as the owner and holder thereof for all
purposes, notwithstanding any notice to the contrary, but in all events
recognizing any transfers made in accordance with the terms of this Warrant


 


(b)           This
Warrant may be transferred, in whole or in part, to any person or entity upon
presentation of this Warrant and written notice to the Company at the office of
the Warrant Agent (or such office or agency of the Company as the Company may
designate in writing to the Holder), in the form attached hereto as Exhibit B
(the “Transfer Notice”).  Upon
such presentation for transfer, the Company shall within a reasonable time
execute and deliver or issue a new Warrant in the form provided for herein with
appropriate adjustments to the number of Warrant Shares and such other
provisions hereof as may require adjustment and in the denominations specified
in such instructions.  The Holder
requesting such transfer shall pay all expenses, taxes, and other charges
payable in connection with the preparation, issuance, and delivery of the new
Warrant(s) under this Section 3.


 


4.             Antidilution.  The number of Warrant Shares issuable upon
the exercise of this Warrant and the Warrant Price shall be adjusted upon the
occurrence of certain events, as follows:


 


(a)           Stock
Splits, Capital Stock Dividends, Combinations and Consolidations of Common
Stock.  In the event of a stock
split, capital stock dividend, subdivision or other similar event of or in
respect of the outstanding shares of Common Stock, the number of Warrant Shares
issuable upon exercise of this Warrant immediately prior to such stock split, capital
stock dividend or subdivision will be proportionately increased and the Warrant
Price then in effect will be proportionately decreased, effective at the close
of business on the date of such stock split, capital stock dividend or
subdivision, as the case may be. 
Conversely, in the event of a reverse stock split, combination,
consolidation or other similar event of or in respect of the outstanding shares
of Common Stock, the number of Warrant Shares issuable upon the exercise of
this Warrant immediately prior to such reverse stock split, combination,
consolidation or other similar event will be proportionately decreased and the
Warrant Price will be proportionately increased, effective at the close of
business on the date of such reverse stock split, combination, consolidation or
other similar event, as the case may be.


 


(b)           Reclassifications.  In the event of a reclassification of the
Common Stock of the Company (other than as a result of a subdivision, stock
dividend, stock split, or other event for which an adjustment is made under Section 4(a)),
provision shall be made so that the Holder will have the right to exercise this
Warrant, and the Holder shall thereafter be entitled to receive upon exercise,
in lieu of the shares of Common Stock previously issuable upon exercise of this
Warrant, the same number and type of shares of stock or other securities,
assets or property to which a holder of the number of shares of Common Stock
deliverable upon exercise of this 


 


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Warrant immediately prior to such
reclassification would have been entitled to receive in such
reclassification.  In any such case,
appropriate adjustment shall be made in the application of the provisions of
this Section 4 with respect to the rights of the Holder after the
reclassification to the end that the provisions of this Section 4
(including adjustment of the Warrant Price then in effect and the number of
Warrant Shares issuable upon exercise of this Warrant) shall be applicable
after that event and be as nearly equivalent as practicable.  The provisions of this Section 4(b) shall
similarly apply to successive reclassifications of Common Stock.


 


(c)           Mergers
or Consolidations.  In the event of (i) 
the merger or consolidation of the Company with or into another corporation or
another entity or person, or (ii) a sale or conveyance to another entity
of all or substantially all of the property of the Company, as a part of such
merger, consolidation, sale or conveyance, provision shall be made so that the
Holder will have the right to exercise this Warrant, and the Holder shall
thereafter be entitled to receive upon exercise, the same number and type of
shares of stock or other securities, assets or property to which a holder of
the number of shares of Common Stock deliverable upon exercise of this Warrant
immediately prior to such merger, consolidation, sale or conveyance would have
been entitled to receive in such merger, consolidation, sale or
conveyance.  In any such case,
appropriate adjustment shall be made in the application of the provisions of
this Section 4 with respect to the rights of the Holder after the merger,
consolidation, sale or conveyance to the end that the provisions of this Section 4
(including adjustment of the Warrant Price then in effect and the number of
Warrant Shares issuable upon exercise of this Warrant) shall be applicable
after that event and be as nearly equivalent as practicable.  The provisions of this Section 4(c) shall
similarly apply to successive mergers or consolidations.


 


(d)           Certificate
as to Adjustments.  Upon the
occurrence of each anti-dilution adjustment (or readjustment) pursuant to this Section 4,
the Company at its expense shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and furnish to the Holder a
certificate setting forth such adjustment or readjustment and showing in
reasonable detail the facts upon which such adjustment is based.  The Company shall, upon the written request
at any time of the Holder, furnish or cause to be furnished to the Holder a
like certificate setting forth the Warrant Price of this Warrant at the time in
effect, and the number of shares of Common Stock and the amount, if any, of
other property which at the time would be received upon the exercise of this
Warrant.


 


5.             Termination
Date.  This Warrant may not be
exercised after 5:00 p.m., New York time, on [                   ]
(the “Termination Date”) and all rights of the registered holder of the
Warrants evidenced hereby shall cease after 5:00 P.M., New York time, on
the Termination Date.


 


6.             Noncircumvention.  The Company hereby covenants and agrees that
the Company will not, by amendment of its certificate of incorporation, bylaws
or through any reorganization, transfer of assets, consolidation, merger,
scheme of arrangement, dissolution, issue or sale of securities, or any other
voluntary action, avoid or seek to avoid the observance or performance of any
of the terms of this Warrant, and will at all times in good faith carry out all
the provisions of this Warrant and take all action as may be required to
protect the rights of the Holder.


 


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7.             Governing
Law.  This Warrant shall be governed
by and construed in accordance with the law of the State of New York.


 


8.             Waiver
and Amendment.  Any term or provision
of this Warrant may be waived at any time by the party entitled to the benefits
thereof and any term or provision of this Warrant may be amended or
supplemented at any time by agreement of the Company and the Holder.  Any waiver of any term or condition, or any
amendment or supplementation, of this Warrant must be in writing.  A waiver of any breach or failure to enforce
any term or condition of this Warrant shall not in any way affect, limit, or
waive any party’s rights hereunder at any time to enforce strict compliance
thereafter with any term or condition of this Warrant.


 


9.             Severability.  In the event that any one or more of the
provisions contained in this Warrant shall be determined to be invalid, illegal
or unenforceable in any respect for any reason, the validity, legality, and
enforceability of any such provision in any other respect and the remaining
provisions of this Warrant shall not be in any way impaired.


 


10.           Notice.  Any notice or other document required or
permitted to be given or delivered to the Company or to the Holder shall be
delivered personally, or sent by certified or registered mail to the respective
addresses of the parties as set forth in this Section 10 or on the
register maintained by the Warrant Agent, or, as to each party, as such other
address as will be designated by such party in a written notice to the other
party.  Notices to the Company will be
directed to the office of the Warrant Agent. 
Any party hereto may by notice so given change its address for future
notice hereunder.


 


11.           Holder of Warrant
not a Stockholder. 
The Holder will not be
entitled to vote on matters submitted for the approval or consent of the
stockholders of the Company or to receive dividends or other distributions
declared on or in respect of shares of Common Stock, or otherwise be deemed to
be the holder of Common Stock or any other capital stock or other securities of
the Company which may at any time be issuable upon the exercise of this Warrant
for any purpose, nor will anything contained herein be construed to confer upon
the Holder any of the rights of a stockholder of the Company or any right to
vote for the election of directors or upon any matter submitted for the approval
or consent of the stockholders, or to give or withhold consent to any corporate
action (whether upon any recapitalization, issuance of stock, reclassification
of stock, merger or consolidation, conveyance, or otherwise) or to receive
notice of meetings, or to receive dividends or subscription rights or
otherwise, in each case, until this Warrant shall have been exercised and the
Warrant Shares issuable upon the exercise of this Warrant will have become
deliverable as provided herein.


 


12.           Loss,
Destruction, Etc., of Warrant.  In
the event this Warrant is lost, stolen, destroyed, or mutilated, the Company
will cause the Warrant Agent to issue to the Holder a new Warrant, of like
tenor, in lieu of such lost, stolen, destroyed, or mutilated Warrant, upon the
Company’s receipt of, (i) in the case of a lost, stolen, or destroyed
Warrant, an affidavit satisfactory to the Company from the Holder to that
effect and indemnity or security satisfactory to the Company, and (ii) in
the case of a mutilated Warrant, the mutilated Warrant.


 


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THIS WARRANT HAS BEEN, AND THE
SHARES OF COMMON STOCK WHICH MAY BE PURCHASED PURSUANT TO THE EXERCISE OF
THIS WARRANT (THE “WARRANT SHARES,” AND TOGETHER WITH THIS WARRANT, THE “SECURITIES”)
WILL BE, ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SECTION 1145
OF THE BANKRUPTCY REFORM ACT OF 1978, AS AMENDED (THE “BANKRUPTCY CODE”).
THE SECURITIES MAY BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), PROVIDED THAT THE HOLDER IS NOT DEEMED TO BE AN UNDERWRITER AS
SUCH TERM IS DEFINED IN SECTION 1145(b) OF THE BANKRUPTCY CODE. IF
THE HOLDER IS DEEMED TO BE AN UNDERWRITER AS SUCH TERM IS DEFINED IN SECTION 1145(b) OF
THE BANKRUPTCY CODE, THEN THE SECURITIES MAY ONLY BE SOLD, OFFERED FOR
SALE, PLEDGED OR HYPOTHECATED UPON REGISTRATION UNDER THE SECURITIES ACT OR
RECEIPT OF AN OPINION OF COUNSEL SATISFACTORY TO ACCURIDE CORPORATION AND ITS
COUNSEL THAT SUCH DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS
DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND OF ANY APPLICABLE STATE
SECURITIES LAWS. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY OR THE WARRANT
AGENT AS A CONDITION PRECEDENT TO THE SALE, PLEDGE OR OTHER TRANSFER OF ANY
INTEREST IN ANY OF THE SHARES REPRESENTED BY THIS WARRANT


 


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IN WITNESS
WHEREOF, the Company has caused this Warrant to be signed by its duly
authorized officers on this        day of           ,
2010.


 


 




	
  By:

  	
   

  	
   

  	
  By: 

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
  Title:
  President

  	
   

  	
  Title: Secretary

  






 


 


Countersigned:


 


American Stock
Transfer & Trust Company LLC


59 Maiden Lane


New York, N.Y. 10038


 


 


	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 

















 


EXHIBIT A


 


EXERCISE NOTICE


 


TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS


WARRANT TO PURCHASE COMMON STOCK


 


ACCURIDE CORPORATION


 


The undersigned holder hereby exercises
the right to purchase                         of
the shares of Common Stock (“Warrant Shares”) of Accuride Corporation, a
Delaware corporation (the “Company”), evidenced by the attached Warrant
to Purchase Common Stock (the “Warrant”). Capitalized terms used herein
and not otherwise defined shall have the respective meanings set forth in the
Warrant.


 


1. Form of Warrant Price. The
Holder intends that payment of the Warrant Price shall be made as:


 


o            a “Cash Exercise” with respect to                        Warrant
Shares; and/or


 


o            a “Cashless Exercise” with respect
to                         Warrant
Shares.


 


2. Payment of Warrant Price. In the
event that the holder has elected a Cash Exercise with respect to some or all
of the Warrant Shares to be issued pursuant hereto, the holder shall pay the
aggregate Warrant Price in the sum of $                  to the Company in accordance with the terms of the Warrant.


 


3. Delivery of Warrant Shares. The
Company shall deliver to the holder                    
Warrant Shares in accordance with the terms of the Warrant.


 


Date:                  
      ,


 


 


	
   

  	
   

  
	
  Name of Registered
  Holder

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


EXHIBIT B


 


TRANSFER NOTICE


 


For value received, the undersigned
holder hereby sells, assigns and transfers all of the undersigned holder’s
rights under the attached Warrant to Purchase Common Stock with respect to the
number of shares of Common Stock of Accuride Corporation, a Delaware
corporation, set forth below unto:


 


	
  Name(s) of Assignee(s)

  	
   

  	
  Address

  	
   

  	
  No. of Shares

  	
   

  	
  Tax ID No.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


Date:
                         ,          


 


 


	
   

  	
   

  
	
  Name
  of Registered Holder

  	
   

  



 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title: