Exhibit
4.4


 


EXECUTION
COPY


 


ACCURIDE
CORPORATION


 


WARRANT
AGENT AGREEMENT


 


WARRANT AGENT
AGREEMENT, dated as of February 26, 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 February 26,
2010 (the “Effective Date”) until February 26, 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:

  	
  /s/ Stephen A. Martin

  
	
   

  	
  Name:

  	
  Stephen A. Martin

  
	
   

  	
  Title:

  	
  Vice President /
  General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WARRANT AGENT:

  
	
   

  	
   

  	
   

  
	
   

  	
  AMERICAN STOCK
  TRANSFER & TRUST COMPANY, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Isaac J. Kagan

  
	
   

  	
  Name:

  	
  Isaac J. Kagan

  
	
   

  	
  Title:

  	
  Vice President

  



 

















 


Exhibit A


 


[Form of Warrant]


 


[See Attached]


 

















 


Schedule A


 


Warrant Agent Fees:


 


	
  Initial
  Issuance Fee:

  	
  $

  	
  3,500.00

  
	
   

  	
   

  
	
  Monthly
  Fee:

  	
  $

  	
  1,000.00