Exhibit 4.3


 


ACCURIDE CORPORATION


 


REGISTRATION RIGHTS AGREEMENT


 


 


THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”)
is made by and among Accuride Corporation, a Delaware corporation (the “Company”),
and each of the Persons identified as a “Holder” on Schedule I
attached hereto and their successors and assigns as provided for in Section 10(g) hereto
(collectively, the “Holders”), and is to become effective on the Plan
Effective Date (as defined below).


 


The Company, in connection with and pursuant to an
amended plan of reorganization under chapter 11 of the United States
Bankruptcy Code, 11 U.S.C.§§101 et seq. (as amended
from time to time, the “Plan”) for the Company and certain of its subsidiaries who are debtors and
debtors-in-possession in the chapter 11 case captioned In re Accuride Corporation, et al., Case No. 09-13449
(BLS) pending and
jointly administered in the Bankruptcy Court for the District of Delaware (the “Bankruptcy
Court”), has issued to holders of the Company’s 8.5% Senior Subordinated Notes
due 2015 as of a record date specified in the Plan (the “Old Noteholders”)
shares (such shares, the “Old Notes Shares”) of common stock of the
reorganized or restructured Accuride Corporation (the “New Common Stock”).


 


In addition, in connection with and pursuant to the
terms of the Plan, the Company has issued and sold $140,000,000 aggregate
principal amount of its 7.5% Convertible Senior Notes Due 2020 (the “Initial
Notes”, and together with the PIK Notes (as defined below), the “New
Notes”) to certain subscribing Old Noteholders, pursuant to a rights
offering approved by the Bankruptcy Court (the “Rights Offering”).  Pursuant to a Convertible Notes Commitment
Agreement, dated as of October 7, 2009 (the “Commitment Agreement”),
by and among the Company and the Investors named therein (the “Investors”),
the Company issued to the Investors the Initial Notes which were not duly
subscribed for and paid for in the Rights Offering, in accordance with the
terms of the Commitment Agreement. The New Notes are issued pursuant to an
indenture (the “Indenture”), by and among the Company, the Guarantors
named therein and the trustee named therein, and are convertible into shares of
New Common Stock (such shares, the “New Notes Shares”) in accordance
with the terms set forth in the Indenture. Interest on the Initial Notes will
be payable semi-annually in arrears in accordance with the terms set forth in
the Indenture, with the first six interest payments being paid-in-kind (the
additional notes so paid, the “PIK Notes”). Pursuant to the terms of the
Commitment Agreement, the Company has issued to the Investors shares of New
Common Stock (such shares, the “Backstop Fee Shares”) as payment for
such Investors’ Backstop Fee (as defined in the Commitment Agreement).


 


“Registrable
Securities” means (i) the Old Notes Shares; (ii) the New Notes; (iii) the
New Notes Shares; and (iv) the Backstop Fee Shares, in each case, as held
by any Holder and including any additional Registrable Securities acquired by
any Holder after the date hereof and in each case, if the Registrable
Securities would, in the hands of such Holder, not be freely


 

















 


transferable in
accordance with the intended method of disposition under Rule 144 under
the Securities Act of 1933, as amended (the “Securities Act”), without
regard to any volume or manner of sale requirements. As to any particular
Registrable Securities, once issued, such securities shall cease to be
Registrable Securities when (i) the Resale Shelf Registration Statement
(as defined below) shall have become effective under the Securities Act and
such securities shall have been disposed of in accordance therewith or (ii) such
Registrable Securities shall have ceased to be outstanding.


 


In consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties to this Agreement hereby agree as
follows:


 


1.             Resale
Shelf Registration Statement.


 


(a)           The Company agrees to file within 90
days after the effective date of the Plan (the “Plan Effective Date”), a
shelf registration statement (the “Resale Shelf Registration Statement”)
providing for the registration of, and the sale on a continuous or delayed
basis by the Electing Holders (as defined below in Section 2(a)(iii)) of
all Registrable Securities, pursuant to Rule 415 of the Securities Act or
any similar rule that may be adopted by the Securities and Exchange
Commission (the “Commission”). The Company agrees to use commercially
reasonable efforts to cause the Resale Shelf Registration Statement to become
effective within 180 days after the Plan Effective Date (the date of such
effectiveness, the “Effective Time”).


 


(b)           Subject to the Company’s right to
suspend the Resale Shelf Registration Statement pursuant to Section 1(d) below,
the Company agrees to use commercially reasonable efforts to keep the Resale
Shelf Registration Statement continuously effective under the Securities Act in
order to permit the Prospectus to be usable by the Electing Holders until such
time as there are no longer any Registrable Securities (such period, the “Effective
Period”).


 


(c)           After the Effective
Time, within 10 Business Days after receipt of a duly completed and signed
Notice and Questionnaire (as defined below) from any Holder that is not then an
Electing Holder, together with any other information as may be reasonably
requested in writing by the Company from such Holder, the Company shall file
such amendments to the Resale Shelf Registration Statement or supplements to
the Prospectus as are reasonably necessary to permit such Holder to deliver the
Prospectus to purchasers of Registrable Securities (subject to the Company’s
right to suspend the use of the Resale Shelf Registration Statement or the
Prospectus as set forth in Section 1(d)); provided,
that in no event shall the Company be required to file more than one such
amendment or supplement in any 90-day period.


 


(d)           The Company may delay or suspend the
use of the Resale Shelf Registration Statement or the use of the Prospectus
used in connection therewith, without incurring or accruing any obligation to
pay any Additional Interest pursuant to Section 5 hereof, if the Company
shall have determined in good faith that because of valid business reasons,
including the acquisition or divestiture of assets, pending corporate
developments, public filings with the Commission and similar events, it is in
the best interests of the Company to delay or suspend such use, and prior to
delaying or suspending such use the Company provides the Holders with written
notice of such delay or suspension, which notice need not specify the nature of
the event giving rise to such delay or suspension; provided
that the aggregate duration for any 


 


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periods during which use
of the Resale Shelf Registration Statement or the Prospectus is delayed or
suspended (each such period, a “Suspension Period”) shall not exceed 90
calendar days in the aggregate in any consecutive twelve-month period.


 


(e)           The Electing Holders holding a
majority of the Registrable Securities (the “Required Holders”) shall be
entitled to request underwritten offerings of the Registrable Securities
pursuant to the Resale Shelf Registration Statement; provided,
that the Company shall not be obligated to complete (i) more than two
underwritten offerings during the Effective Period and (ii) more than one
underwritten offering in any 180-day period. Upon receipt of such a
request from the Required Holders, the Company shall provide all Holders of
Registrable Securities written notice of the request, which notice shall inform
such Holders that they have the opportunity to participate in the underwritten
offering.  The Required
Holders shall have the right to select the managing underwriter(s) to
administer any underwritten offering, subject to the prior approval of the
Company, which approval shall not be unreasonably withheld.  Except as provided in this Section 1(f),
there shall otherwise be no limitation on the number of sales or takedowns off
of the Resale Shelf Registration Statement.


 


(g)           If
at any time the New Notes, pursuant to the Indenture, are convertible into
securities other than New Common Stock, the Company shall cause such securities
to be included in the Resale Shelf Registration Statement no later than the
date on which the New Notes may then be convertible into such securities.


 


2.             Holdback
Agreement.


 


(a)           In connection with any underwritten
offering, the Company and the Electing Holders participating in such
underwritten offering (i) agree not to directly or indirectly offer, sell,
pledge, contract to sell (including any short sale), grant any option to
purchase or otherwise dispose of any equity securities or securities
convertible into equity securities of the Company or enter into any hedging
transaction relating to any such securities (each a “Prohibited Sale”)
during the seven days prior to and during the 90-day period beginning on the
closing date of such underwritten offering  (except as
part of such underwritten offering or, with respect to the Company, pursuant to
registrations on Form S-4 or S-8 or any successor form), unless the
underwriters managing the underwritten offering otherwise agree (such period,
the “Holdback Period”), and (ii)  except as otherwise permitted by
the Required Holders, the Company shall use commercially reasonable efforts to
cause each of its directors and officers that is a holder of such equity
securities or securities convertible into equity securities purchased from the
Company at any time after the date of this Agreement (other than in a
registered public offering) to agree not to effect any Prohibited Sale
(including sales pursuant to Rule 144) of any such securities during such
Holdback Period except as part of such underwritten offering, if otherwise
permitted, unless the underwriters managing the underwritten offering otherwise
agree. If (x) the Company issues an earnings release or other material
news or a material event relating to the Company and its subsidiaries occurs
during the last 17 days of the Holdback Period or (y) prior to the
expiration of the Holdback Period, the Company announces that it will release
earnings results during the 16-day period beginning upon the expiration of the
Holdback Period, then to the extent necessary for a managing or co-managing
underwriter of an underwritten offering required hereunder to comply with FINRA
Rule 2711(f)(4), the Holdback Period shall be extended until 18 days
after the earnings release or the occurrence of the material news or event, as
the case may be (such 


 


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period referred to herein
as the “Holdback Extension”).  The
Company may impose stop-transfer instructions with respect to its securities
that are subject to the foregoing restriction until the end of such period,
including any period of Holdback Extension.


 


(b)           Notwithstanding any other provision
contained in this Agreement, the Company shall not include in any underwritten
offering any portion of New Common Stock held by any officers or employees of
the Company or any of its subsidiaries the inclusion of which the underwriter
of such underwritten offering, as the case may be, determines is likely to
adversely affect such offering.


 


3.             Registration Procedures.  The Company shall use commercially reasonable
efforts to effect the registration and sale of the Registrable Securities in
accordance with the intended method of disposition set forth in, and pursuant
to, the Resale Shelf Registration Statement and the following provisions shall
apply in connection therewith:


 


(a)           (i)            Within 10 Business Days of the filing of the Resale Shelf
Registration Statement, the Company shall mail the Notice and Questionnaire to
the Holders of Registrable Securities. 
No Holder shall be entitled to be named as a selling securityholder in
the Resale Shelf Registration Statement as of the Effective Time, and no Holder
shall be entitled to use the Prospectus for resales of Registrable Securities
at any time, unless such Holder has returned a duly completed and signed Notice
and Questionnaire to the Company by the deadline for response set forth therein
and provided any other information reasonably requested in writing by the
Company.


 


(ii)           After the Effective Time of the Resale
Shelf Registration Statement, the Company shall, upon the request of any Holder
of Registrable Securities that is not then an Electing Holder, promptly send a
Notice and Questionnaire to such Holder. The Company shall not be required to
take any action to name such Holder as a selling securityholder in the Resale
Shelf Registration Statement or to enable such Holder to use the Prospectus for
resales of Registrable Securities until such Holder has returned a duly
completed and signed Notice and Questionnaire to the Company, in which case the
Company’s obligations shall be as set forth in Section 1(d) above.


 


(iii)          The term “Electing Holder” shall
mean any Holder of Registrable Securities that has returned a duly completed
and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(i) or
3(a)(ii) hereof.


 


(iv)          Each Electing Holder agrees to furnish
promptly to the Company all information required to be disclosed in order to
make information previously furnished to the Company by such holder not
materially misleading and any other information regarding such holder and the
distribution of such holder’s Registrable Securities as the Company may from
time to time reasonably request in writing.


 


The Company will as
expeditiously as possible:


 


(b)           upon request by a Holder, before
filing the Resale Shelf Registration Statement or Prospectus or any amendments
or supplements thereto, furnish to such Holder all 


 


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such documents proposed
to be filed requested by such Holder, which documents shall be subject to the
review of such Holder and its counsel. 
The Company shall make a good faith effort to reflect the comments that
such Holder or its counsel may reasonably propose;


 


(c)           notify in writing each Holder of
Registrable Securities of the effectiveness of the Resale Shelf Registration
Statement and prepare and file with the Commission such amendments and
supplements to such Resale Shelf Registration Statement and Prospectus as may
be necessary to keep such registration statement effective and to comply with
the provisions of the Securities Act with respect to the disposition of all
securities covered by such Resale Shelf Registration Statement until such time
as there are no longer any Registrable Securities;


 


(d)           furnish to each seller of Registrable
Securities thereunder such number of copies of the Resale Shelf Registration
Statement, each amendment and supplement thereto, the Prospectus and such other
documents as such seller may reasonably request in order to facilitate the
disposition of the Registrable Securities owned by such seller;


 


(e)           use commercially reasonable efforts
to register or qualify such Registrable Securities under such other securities
or blue sky laws of such jurisdictions as any seller reasonably requests and do
any and all other acts and things which may be reasonably necessary or
advisable to enable such seller to consummate the disposition in such
jurisdictions of the Registrable Securities owned by such seller (provided that the Company shall not be required to (i) qualify
generally to do business in any jurisdiction where it would not otherwise be
required to qualify but for this Section 3(e), (ii) subject itself to
taxation in any such jurisdiction or (iii) consent to general service of
process in any such jurisdiction);


 


(f)            notify in writing each seller of
such Registrable Securities (i) promptly after it receives notice thereof,
of the date and time when the Resale Shelf Registration Statement and each
post-effective amendment thereto has become effective or a Prospectus has been
filed and when any registration or qualification has become effective under a
state securities or blue sky law or any exemption thereunder has been obtained,
(ii) promptly after receipt thereof, of any request by the Commission for
the amendment or supplementing of the Resale Shelf Registration Statement or
Prospectus or for additional information, and (iii) at any time when a
Prospectus relating thereto is required to be delivered under the Securities
Act, of any event as a result of which, the Prospectus (x) contains an
untrue statement of a material fact or omits any fact necessary to make the
statements therein not misleading in light of the circumstances under which
they were made or (y) is otherwise not legally available to support sales
of Registrable Securities;


 


(g)           prepare and file promptly with the
Commission, and notify the Electing Holders of Registrable Securities prior to
the filing of, such amendments or supplements to such Resale Shelf Registration
Statement or Prospectus as may be necessary to correct any statements or
omissions if, at the time when a Prospectus is required to be delivered under
the Securities Act, any event has occurred as the result of which the
Prospectus would include an untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading, and, in case any of such holders or any
underwriter for any such holders is required to deliver a Prospectus at a time
when the Prospectus then in circulation is not in compliance with the
Securities Act or the rules and 


 


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regulations promulgated
thereunder, the Company shall use commercially reasonable efforts to prepare
promptly upon request of any such holder or underwriter such amendments or
supplements to such Resale Shelf Registration Statement and Prospectus as may
be necessary in order for the Prospectus to comply with the requirements of the
Securities Act and such rules and regulations; provided, that the Company shall not
be required to take such action during any Suspension Period.  If the Company notifies the Electing Holders
of the occurrence of any event or the existence of any state of facts contemplated
by Section 1(d) or Section 3(f) above, each such Holder
shall suspend the use of the such Resale Shelf Registration Statement and the
Prospectus until the requisite changes to the Prospectus have been made and
shall keep confidential any such communication received by it from the Company;


 


(h)           provide a transfer agent and
registrar for all such Registrable Securities not later than the Effective
Time;


 


(i)            enter into and perform such
customary agreements (including underwriting agreements in customary form) and
take all such other actions as the Electing Holders holding a majority of the
applicable Registrable Securities or the underwriters, if any, reasonably
request in order to expedite or facilitate the disposition of such Registrable
Securities (including participation in “road shows”, investor presentations and
marketing events and effecting a share or unit split or a combination of shares
or units);


 


(j)            make available for inspection by any
underwriter participating in an underwritten offering, and any attorney,
accountant, or other agent retained by any such underwriter, all financial and
other records, pertinent corporate documents and properties of the Company, and
cause the Company’s officers, directors, employees, and independent accountants
to supply all information reasonably requested by any such underwriter,
attorney, accountant, or agent in connection with such underwritten offering
and assist and, at the request of any participating underwriter, use
commercially reasonable efforts to cause such officers or
directors to participate in presentations to prospective purchasers; provided, that such Persons shall first
agree in writing with the Company that (x) all records, information and
documents that are designated in writing by the Company, in good faith, as
confidential shall be kept confidential by such Persons, unless such disclosure
is required to be made in connection with a court proceeding or required by
law, or such records, information or documents become available to the public generally
or through a third party without an accompanying obligation of confidentiality
and (y) they shall use such records, information and documents solely for
the purposes of exercising rights under this Agreement and they shall not
engage in trading any securities of the Company until the Company makes such
material non-public information publicly available;


 


(k)           take all reasonable actions to ensure
that any Free-Writing Prospectus utilized in connection with any underwritten
offering hereunder complies in all material respects with the Securities Act,
is filed in accordance with the Securities Act to the extent required thereby,
is retained in accordance with the Securities Act to the extent required
thereby and, when taken together with the related prospectus, will not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading;


 


6

















 


(l)            otherwise use commercially
reasonable efforts to comply with all applicable rules and regulations of
the Commission, and make available to its securityholders, as soon as
reasonably practicable, an earnings statement covering the period of at least
12 months beginning with the first day of the Company’s first full
calendar quarter after the Effective Time, which earnings statement shall
satisfy the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder;


 


(m)          use commercially reasonable efforts to
prevent the issuance of any stop order suspending the effectiveness of such
Resale Shelf Registration Statement, or of any order suspending or preventing
the use of the Prospectus or suspending the qualification of any securities included
in the Resale Shelf Registration Statement for sale in any jurisdiction, and in
the event of the issuance of any such stop order or other such order the
Company shall advise the Electing Holders of such stop order or other such
order promptly after it shall receive notice or obtain knowledge thereof and
shall use commercially reasonable efforts promptly to obtain the withdrawal of
such order;


 


(n)           in connection with an underwritten
offering, obtain cold comfort letters, dated the pricing and closing dates
under the underwriting agreement and addressed to the underwriters, from the
Company’s independent public accountants in customary form and covering such
matters of the type customarily covered by cold comfort letters; and


 


(o)           if such registration is an
underwritten offering, provide a legal opinion of the Company’s counsel, dated
the closing date under the underwriting agreement, with respect to the Resale
Shelf Registration Statement, each amendment and supplement thereto, the
Prospectus (including the preliminary prospectus) and such other documents
relating thereto in customary form and covering such matters of the type
customarily covered by such opinions, which opinions shall be addressed to the
underwriters.  The Company may require
each seller of Registrable Securities participating in such underwritten
offering to furnish the Company such information regarding such seller and the
distribution of such securities as the Company may from time to time reasonably
request in writing.


 


4.             Registration
Expenses.


 


(a)           Except as otherwise provided herein,
all reasonable expenses incident to the Company’s performance of or compliance
with Sections 1, 3 and 7 of this Agreement, including all registration and
filing fees, fees and expenses of compliance with securities or blue sky laws,
printing expenses, travel expenses, filing expenses, messenger and delivery
expenses, fees and disbursements of custodians, and fees and disbursements of
counsel for the Company and of all independent certified public accountants,
underwriters including, if necessary, a “qualified independent underwriter”
within the meaning of the rules of the Financial Industry Regulatory
Authority, Inc. (in each case, excluding discounts and commissions), and
other Persons retained by the Company or by the Electing Holders or their
affiliates on behalf of the Company (all such expenses being herein called “Registration
Expenses”), shall be borne by the Company, including that the Company shall
pay its internal expenses (including all salaries and expenses of its officers
and employees performing legal or accounting duties), the expense of any annual
audit or quarterly review, the expense of any liability insurance and the
expenses and fees for listing the securities to be registered on each securities
exchange on which similar 


 


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securities issued by the
Company are then listed.  Each Electing
Holder that sells securities pursuant to an underwritten offering shall bear
and pay all underwriting discounts and commissions applicable to the securities
sold for such Holder’s account.


 


(b)           In connection with the Resale Shelf
Registration Statement, the Company shall reimburse the Electing
Holders for the reasonable fees and disbursements of one counsel chosen by the
Electing Holders holding a majority of the Registrable Securities.


 


5.             Additional
Interest Under Certain Circumstances.


 


(a)           The Company shall pay additional
interest  (the “Additional Interest”)
to the Holders of New Notes that are Registrable Securities as follows if any
of the following events occur (each such event in clauses (i) through
(iv) below a “Registration Default”) (i) the Resale Shelf
Registration Statement is not filed with the Commission within 90 days after
the Plan Effective Date; (ii) the Resale Shelf Registration Statement has
not been declared effective by the Commission within 180 days after the Plan
Effective Date; (iii) the Resale Shelf Registration Statement is declared
effective by the Commission but (A) the Resale Shelf Registration
Statement thereafter ceases to be effective or (B) the Resale Shelf Registration
Statement or the related Prospectus ceases to be usable in connection with
resales of Registrable Securities because (1) any event occurs as a result
of which the Prospectus forming part of such Resale Shelf Registration
Statement would include any untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein in the light
of the circumstances under which they were made not misleading, (2) it
shall be necessary to amend such Resale Shelf Registration Statement or
supplement the related Prospectus, to comply with the Securities Act or the
Exchange Act or the respective rules thereunder or (3) such Resale
Shelf Registration Statement has expired before a replacement Resale Shelf
Registration Statement has become effective; or (iv) the aggregate
duration of the Suspension Period in any period exceeds the number of days
permitted in respect of such period pursuant to Section 1(d) hereof.


 


Each of the foregoing will constitute a Registration
Default whatever the reason for any such event and whether it is voluntary or
involuntary or is beyond the control of the Company or pursuant to operation of
law or as a result of any action or inaction by the Commission.


 


The
Company shall pay Additional Interest to the Holders of the New Notes that are
Registrable Securities over and above the interest set forth in the title of
the New Notes from and including the date on which any such Registration
Default shall occur to but excluding the date on which all such Registration
Defaults have been cured. Additional Interest will be paid in PIK Notes or
cash, as provided in Section 5(c) below, and will accrue at a rate of
0.1% (one tenth  of one percent) of the principal
amount of such New Notes per month (the “Additional Interest Rate”).


 


Notwithstanding the
foregoing or anything below in this Section 5, and except in the event of
a Registration Default referred to in Section 5(a)(i), upon the occurrence
of which  Additional Interest shall be
accrued with respect to all Holders of the New Notes that are Registrable
Securities, Additional Interest shall not accrue with respect to any Holder
that (i) is not an Electing Holder and (ii) is not named as a selling
securityholder in the Resale Shelf Registration Statement.


 


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(b)           A Registration Default referred to in
Section 5(a)(iii) shall be deemed not to have occurred and be
continuing in relation to the Resale Shelf Registration Statement or the
related Prospectus if (i) such Registration Default has occurred solely as
a result of (x) the filing of a post-effective amendment to the Resale
Shelf Registration Statement to incorporate annual audited financial
information with respect to the Company where such post-effective amendment is
not yet effective and needs to be declared effective to permit Holders to use
the related Prospectus or (y) other material events with respect to the
Company that would need to be described in such Resale Shelf Registration
Statement or the related Prospectus and (ii) in the case of clause (y),
the Company is proceeding promptly and in good faith to amend or supplement the
Resale Shelf Registration Statement and related Prospectus to describe such
events; provided, however, that in any case if
such Registration Default occurs for a continuous period in excess of 30 days,
Additional Interest shall be payable in accordance with the above paragraph
from the day such Registration Default occurs until such Registration Default
is cured.


 


(c)           Any amounts of Additional Interest
due pursuant to Section 5(a) will be payable semiannually in
arrears on the interest payment dates for the New Notes set forth in the
Indenture (each, an “Interest Payment Date”) to Holders of record of the
applicable New Notes on the applicable dates of record set forth in the
Indenture.  The amount of Additional
Interest will be determined by multiplying the Additional Interest Rate by the
principal amount of the applicable New Notes, further multiplied by the number
of 30-day periods such Additional Interest was applicable, with each fractional
30-day period rounded up to a whole period. Additional Interest shall be
payable in PIK Notes during the PIK Period and in cash thereafter. If a Holder
converts its New Notes, all Additional Interest, if any, that has accrued since
the Interest Payment Date last preceding the date of conversion will be deemed
to be paid in full upon such conversion, and no separate payment will be made
by the Company upon conversion on account of such Additional Interest.  For the avoidance of doubt, the Company’s
obligation to pay Additional Interest pursuant to this Section 5 shall be
suspended to the extent and during the periods that the Registrable Securities
are eligible to be transferred without registration under Rule 144 under
the Securities Act without any volume or manner of sale requirements.


 


(d)           The parties agree that the Additional
Interest as set forth in this Section 5 shall be the exclusive monetary
remedy available to the Holders of New Notes for such Registration
Defaults.  For the avoidance of doubt, in
no event shall the Company be required to pay Additional Interest in excess of
1.2% (one point two percent) per annum in the aggregate, regardless of whether
one or multiple Registration Defaults exist.


 


6.             Indemnification.


 


(a)           The Company agrees to indemnify and
hold harmless, to the fullest extent permitted by law, each Holder, its
officers, directors, managers, agents, and employees and each Person who
controls such Holder (within the meaning of the Securities Act) (each an “Indemnitee”
and, collectively, the “Indemnitees”) against any losses, claims,
damages, liabilities, joint or several, together with reasonable costs and
expenses (including reasonable attorneys’ fees), to which such Indemnitee may
become subject under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions or proceedings, whether commenced or
threatened, in respect thereof) arise out of, are based upon, are caused by or
result from (i) any untrue or alleged untrue statement of material fact
contained (A) in the 


 


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Resale Shelf Registration
Statement, Prospectus or preliminary prospectus or any amendment thereof or
supplement thereto or (B) in any application or other document or
communication (in this Section 6 collectively called an “application”)
executed by or on behalf of the Company or based upon written information
furnished by or on behalf of the Company filed in any jurisdiction in order to
qualify any securities covered by the Resale Shelf Registration Statement under
the “blue sky” or securities laws thereof, or (ii) any omission or alleged
omission of a material fact required to be stated therein or necessary to make
the statements therein not misleading, and the Company will reimburse each such
Indemnitee for any legal or any other expenses incurred by him, her or it in
connection with investigating or defending any such loss, claim, damage,
expense, liability, action or proceeding; provided, however, that the Company
shall not be liable in any such case to any such Person to the extent that any
such loss, claim, damage, liability (or action or proceeding in respect
thereof) or expense arises out of, is based upon, is caused by or results from
an untrue statement or alleged untrue statement, or omission or alleged
omission, made in the Resale Shelf Registration Statement, the Prospectus or
preliminary prospectus or any amendment or supplement thereto, or in any
application, in reliance upon, and in conformity with, written information
prepared and furnished to the Company by such Holder expressly for use
therein.  In connection with an
underwritten offering, the Company shall provide a customary indemnity to
indemnify the underwriters, their officers and directors and each Person who
controls such underwriters (within the meaning of the Securities Act) to the
same extent as provided above with respect to the indemnification of the
Holders.


 


(b)           In connection with the Resale Shelf
Registration Statement, each Holder shall furnish to the Company in writing
such information and affidavits as the Company reasonably requests for use in
connection with the Resale Shelf Registration Statement or Prospectus and, to
the fullest extent permitted by law, shall indemnify and hold harmless the
other Holders and the Company, and their respective directors, officers, agents
and employees and each other Person who controls the Company (within the
meaning of the Securities Act) against any losses, claims, damages,
liabilities, joint or several, together with reasonable costs and expenses
(including reasonable attorney’s fees), to which such indemnified party may
become subject under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions or proceedings, whether commenced or
threatened, in respect thereof) arise out of, are based upon, are caused by or
result from (i) any untrue or alleged untrue statement of material fact
contained in the Resale Shelf Registration Statement, Prospectus or preliminary
prospectus or any amendment thereof or supplement thereto or in any application
or (ii) any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein not misleading, but
only to the extent that such untrue statement or omission is made in the Resale
Shelf Registration Statement, the Prospectus or preliminary prospectus or any
amendment or supplement thereto, or in any application, in each case, in
reliance upon and in conformity with written information prepared and furnished
to the Company by such Holder expressly for use therein; provided, however,
that the obligation to indemnify will be several and not joint, as to each
Holder and will be limited to the net amount of proceeds received by such
holder from the sale of Registrable Securities pursuant to the Resale Shelf
Registration Statement.


 


(c)           Any Person entitled to
indemnification hereunder will (i) give prompt written notice to the
indemnifying party of any claim with respect to which it seeks indemnification
(provided that the failure to give prompt notice shall not impair any Person’s 


 


10

















 


right to indemnification
hereunder to the extent such failure has not prejudiced the indemnifying party)
and (ii) unless in such indemnified party’s reasonable judgment a conflict
of interest between such indemnified and indemnifying parties may exist with
respect to such claim, permit such indemnifying party to assume the defense of
such claim with counsel reasonably satisfactory to the indemnified party.  If such defense is assumed, the indemnifying
party will not be subject to any liability for any settlement made by the
indemnified party without its consent (but such consent will not be
unreasonably withheld, conditioned or delayed). 
An indemnifying party who is not entitled to, or elects not to, assume
the defense of a claim will not be obligated to pay the fees and expenses of
more than one counsel for all parties indemnified by such indemnifying party
with respect to such claim, unless in the reasonable judgment of any
indemnified party a conflict of interest may exist between such indemnified
party and any other of such indemnified parties with respect to such claim.


 


(d)           The indemnifying party shall not,
except with the approval of each indemnified party, consent to entry of any
judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to each
indemnified party of a release from all liability in respect to such claim or
litigation without any payment or consideration provided by such indemnified party.


 


(e)           If the indemnification provided for
in this Section 6 is unavailable to or is insufficient to hold harmless an
indemnified party under the provisions above in respect to any losses, claims,
damages or liabilities referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (i) in such proportion as
is appropriate to reflect the relative fault of the Company on the one hand and
the sellers of Registrable Securities and any other sellers participating in
the Resale Shelf Registration Statement on the other hand or (ii) if the
allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative faults referred to in clause (i) above but also the relative
benefit of the Company on the one hand and of the sellers of Registrable
Securities and any other sellers participating in the Resale Shelf Registration
Statement on the other in connection with the Resale Shelf Registration
Statement or omissions which resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations.  The relative benefits received by the Company
on the one hand and the sellers of Registrable Securities and any other sellers
participating in the Resale Shelf Registration Statement on the other shall be
deemed to be in the same proportion as the total net proceeds from the offering
(before deducting expenses) to the Company bear to the total net proceeds from
the offering (before deducting expenses) to the sellers of Registrable
Securities and any other sellers participating in the Resale Shelf Registration
Statement.  The relative fault of the
Company on the one hand and of the sellers of Registrable Securities and any
other sellers participating in the Resale Shelf Registration Statement on the
other shall be determined by reference to, among other things, whether the
untrue statement or alleged omission to state a material fact relates to
information supplied by the Company or by the sellers of Registrable Securities
or other sellers participating in the Resale Shelf Registration Statement and
the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.


 


11






 












 


The Company and the sellers of Registrable Securities
agree that it would not be just and equitable if contribution pursuant to this Section 6
were determined by pro rata allocation (even if the sellers of Registrable
Securities were treated as one entity for such purpose) or by any other method
of allocation which does not take account of the equitable considerations
referred to in the immediately preceding paragraph.  The amount paid or payable by an indemnified
party as a result of the losses, claims, damages and liabilities referred to in
the immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any such
action or claim.  Notwithstanding the
provisions of this Section 6, no seller of Registrable Securities shall be
required to contribute any amount in excess of the net proceeds received by
such seller from the sale of Registrable Securities covered by the the Resale
Shelf Registration Statement filed pursuant hereto.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.


 


(f)            The indemnification and contribution by any such party
provided for under this Agreement shall be in addition to any other rights to
indemnification or contribution which any indemnified party may have pursuant
to law or contract and will remain in full force and effect regardless of any
investigation made or omitted by or on behalf of the indemnified party or any
officer, director or controlling Person of such indemnified party and will
survive the transfer of securities.


 


7.             Participation in Underwritten
Registrations.


 


(a)           No Electing Holder may participate in any underwritten
offering unless such Holder (i) agrees to sell such Holder’s Registrable
Securities on the basis provided in any underwriting arrangements approved by
the Electing Holder or Electing Holders entitled hereunder to approve such
arrangements (including pursuant to the terms of any over-allotment or “green
shoe” option requested by the managing underwriter(s), provided
that no Electing Holder will be required to sell more than the amount of
Registrable Securities that such holder has requested the Company to include in
any underwritten offering) and (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements.


 


(b)           Each Electing Holder that is participating in any
underwritten offering hereunder agrees that, upon receipt of any notice from
the Company of the happening of any event of the kind described in Section 3(f),
such Person will forthwith discontinue the disposition of its Registrable
Securities pursuant to the Resale Shelf Registration Statement until such
holder’s receipt of the copies of a supplemented or amended Prospectus as
contemplated by Section 3(f).


 


8.             Current Public Information. 
At all times after the Company has filed the Resale Shelf Registration
Statement, the Company shall, except as otherwise agreed to in writing by the
Required Holders, file all reports required to be filed by it under the
Securities Act and the Exchange Act and the rules and regulations adopted
by the Commission thereunder, and will take such further action as any Holder
or Holders of Registrable Securities may reasonably request, all to the extent
required to enable such Holders to sell Registrable Securities pursuant to 


 


12

















 


Rule 144
adopted by the Commission under the Securities Act (as such rule may be
amended from time to time) or any similar rule or regulation hereafter
adopted by the Commission.


 


9.             Definitions.


 


“Additional Interest” has the meaning set forth
in Section 5(a).


 


“Additional Interest Rate” has the meaning set
forth in Section 5(a).


 


“Agreement” has the meaning set forth in the
preamble.


 


“application” has the meaning set forth in Section 6.


 


“Backstop Fee Shares” has the meaning set forth
in the preamble.


 


“Bankruptcy Court” has the meaning set forth in
the preamble.


 


“Commission” has the meaning set forth in Section 1(a).


 


“Commitment Agreement” has the meaning set
forth in the preamble.


 


“Company” has the meaning set forth the
preamble.


 


“Effective Period” has the meaning set forth in
Section 1(b).


 


“Effective Time” has the meaning set forth in Section 1(a).


 


“Electing Holder” has the meaning set forth in Section 3(a)(iii).


 


“Exchange Act” has the meaning set forth in Section 4(a).


 


“Free Writing Prospectus” means a free-writing
prospectus, as defined in Rule 405 of the Securities Act.


 


“Holdback Extension” has the meaning set forth
in Section 2(a).


 


“Holdback Period” has the meaning set forth in Section 2(a).


 


“Holder(s)” has the meaning set forth in the
preamble.


 


“Indemnittee” and “Indemnitees” have the
meanings set forth in Section 6(a).


 


“Indenture” has the meaning set forth in the
preamble.


 


“Initial Notes” has the meaning set forth in
the preamble.


 


“Interest Payment Date” has the meaning set
forth in Section 5(c).


 


“New Common Stock”
has the meaning set forth in the preamble.


 


13

















 


“New Notes” has the
meaning set forth in the preamble.


 


“Notice
and Questionnaire” means a Notice and Questionnaire substantially in
the form of Appendix A hereto.


 


“Old Noteholders” has the meaning set forth in
the preamble.


 


“Old Notes Shares” has the meaning set forth in
the preamble.


 


“Person” means an individual, a partnership, a
joint venture, an association, a joint stock company, a corporation, a limited
liability company, a trust, an unincorporated organization, an investment fund,
any other business entity or a governmental entity or any department, agency or
political subdivision thereof.


 


“PIK Notes” has the meaning set forth in the
preamble.


 


“PIK Period” means the Plan Effective Date
through, but excluding, the date of the sixth and final interest payment on the
New Notes that is paid in PIK Notes.


 


“Plan” has the meaning set forth in the
preamble.


 


“Plan Effective Date” has the meaning set forth
in Section 1(a).


 


“Prohibited Sale” has the meaning set forth in Section 2(a).


 


“Prospectus” means the prospectus (including,
without limitation, any preliminary prospectus, any final prospectus and any
prospectus that discloses information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A,
430B or 430C under the Securities Act) included in the Resale Shelf
Registration Statement, as amended or supplemented by any prospectus supplement
with respect to the terms of the offering of any portion of the Registrable
Securities covered by the Resale Shelf Registration Statement and by all other
amendments and supplements to such prospectus, including all material
incorporated by reference in such prospectus and all documents filed after the
date of such prospectus by the Company under the Exchange Act and incorporated
by reference therein.


 


“Registration Expenses” has the meaning set
forth in Section 4(a).


 


“Registrable Securities” has the meaning set
forth in the preamble.


 


“Required Holders” has the meaning set forth in
Section 1(f).


 


“Resale Shelf Registration Statement”  has the meaning set forth in Section 1(a).


 


“Rights Offering” has the meaning set forth in
the preamble.


 


“Securities Act” has the meaning set forth in
the preamble.


 


“Suspension Period” has the meaning set forth
in Section 1(d).


 


14

















 


“underwritten
offering” means an offering in which Registrable Securities are sold to one
or more underwriters (as defined in Section 2(a)(11) of the Securities
Act) for resale to the public.


 


10.           Miscellaneous.


 


(a)           Notices.  All notices,
demands or other communications to be given or delivered under or by reason of
the provisions of this Agreement shall be in writing and shall be deemed to
have been given or made when (a) delivered personally to the recipient, (b) sent
by electronic mail or facsimile to the recipient (with hard copy sent to the
recipient by reputable overnight courier service (charges prepaid) that same
day) if sent by before 5:00 p.m. local time of the recipient on a business
day, and otherwise on the next business day, or (c) one business day after
being sent to the recipient by reputable overnight courier service (charges
prepaid).  Such notices, demands and
other communications shall be sent to the Company at the address set forth
below and to any other recipient at the address indicated on the Schedule I
attached hereto or to such other address or to the attention of such other
Person as the recipient party has specified by prior written notice to the
sending party.  The Company’s address is
as follows:


 


Accuride Corporation

77140 Office Circle


Evansville, IN 47715


Attention: 
General Counsel


Facsimile: 
(812) 962-5470


 


with a copy (which
shall not constitute notice) to:


 


Latham &
Watkins LLP

Sears Tower, Suite 5800

233 South Wacker Drive

Chicago, IL  60606

Attention:  David S. Heller, Esq.


Bradley Faris, Esq.


Facsimile:  (312) 993-9767


 


(b)           No Inconsistent Agreements. 
The Company will hereafter enter into any agreement with respect to its
securities which is inconsistent with or violates the rights granted to the
Holders of Registrable Securities in this Agreement.


 


(c)           Calculation of Percentage; Securities Held by the
Company.  Whenever
the consent or approval of Holders of a specified percentage of Registrable
Securities is required hereunder, Holders of New Notes shall be deemed to be
Holders of the number of shares of New Common Stock into which such New Notes
may be converted  and Registrable Securities
held by the Company or its affiliates (other than Holders of Registrable Securities
if such Holders are deemed to be affiliates solely by reason of their holdings
of such Registrable Securities) shall not be counted in determining whether
such consent or approval was given by the Holders of such required percentage.


 


15

















 


(d)           Adjustments Affecting Registrable Securities. 
The Company will not take any action, or permit any change to occur,
with respect to its securities which would materially and adversely affect the
ability of the Holders of Registrable Securities to include such Registrable
Securities in the Resale Shelf Registration Statement undertaken pursuant to
this Agreement or which would adversely affect the marketability of such
Registrable Securities in such registration (including effecting a stock split,
combination of shares or other recapitalization).


 


(e)           Remedies.  Any Person
having rights under any provision of this Agreement shall be entitled to
enforce such rights specifically to recover damages caused by reason of any
breach of any provision of this Agreement and to exercise all other rights
granted by law.  The parties hereto agree
and acknowledge that money damages may not be an adequate remedy for any breach
of the provisions of this Agreement and that any party may in its sole
discretion apply to any court of law or equity of competent jurisdiction
(without posting any bond or other security) for specific performance and for
other injunctive relief in order to enforce or prevent violation of the
provisions of this Agreement; provided that
the Additional Interest as set forth in Section 5 shall be the exclusive
monetary remedy available to the Holders of New Notes for any Registration
Default set forth in Section 5.


 


(f)            Amendments and Waivers.  Except as
otherwise provided herein, no modification, amendment or waiver of any
provision of this Agreement shall be effective against the Company or the
Holders unless such modification, amendment or waiver is approved in writing by
the Company and the Required Holders.  No
failure by any party to insist upon the strict performance of any covenant,
duty, agreement, or condition of this Agreement or to exercise any right or
remedy consequent upon a breach thereof shall constitute a waiver of any such
breach or any other covenant, duty, agreement, or condition, and shall not
affect the right of such party thereafter to enforce each and every provision
in accordance with its terms.  An
amendment or modification of this Agreement to add a party hereto and to grant
such party registration rights will be effective against the Company and all
Holders of Registrable Securities if such modification, amendment or waiver is
approved in writing by the Company and the Required Holders.


 


(g)           Successors and Assigns.  This
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the parties hereto (and the Persons specifically identified in Section 6)
and their respective successors and assigns. 
In addition, and whether or not any express assignment shall have been
made, the provisions of this Agreement which are for the benefit of the Holders
of Registrable Securities (or any portion thereof) as such shall be for the
benefit of and enforceable by any subsequent holder of any Registrable
Securities (or of such portion thereof); provided, that
such subsequent holder of Registrable Securities shall be required to execute a
joinder to this Agreement agreeing to be bound by its terms.


 


(h)           Severability.  Whenever
possible, each provision of this Agreement shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect under
any applicable law or rule in any jurisdiction, such invalidity,
illegality or unenforceability shall not affect any other provision or the
effectiveness or validity of any provision in any other 


 


16

















 


jurisdiction, and this
Agreement shall be reformed, construed and enforced in such jurisdiction as if
such invalid, illegal or unenforceable provision had never been contained
herein.


 


(i)            Entire Agreement.  Except as
otherwise expressly set forth herein, this document embodies the complete
agreement and understanding among the parties hereto with respect to the
subject matter hereof and supersedes and preempts any prior understandings,
agreements or representations by or among the parties, written or oral, which
may have related to the subject matter hereof in any way.


 


(j)            Counterparts; Facsimile Signature. 
This Agreement may be executed simultaneously in two or more
counterparts, any one of which need not contain the signatures of more than one
party, but all such counterparts taken together will constitute one and the
same Agreement.  This Agreement may be
executed by facsimile signature or by .pdf or similar attachment to electronic
mail.


 


(k)           Descriptive Headings.  The
descriptive headings of this Agreement are inserted for convenience only and do
not constitute a part of this Agreement.


 


(l)            Governing Law.  All issues
and questions concerning the relative rights and obligations of the Company and
the Holders under this Agreement and the construction, validity, interpretation
and enforceability of this Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York, without giving effect to
any choice of law or conflict of law rules or provisions (whether of the
State of New York or any other jurisdiction) that would cause the application
of the laws of any jurisdiction other than the State of New York.


 


(m)          Mutual Waiver of Jury Trial.  BECAUSE
DISPUTES ARISING IN CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND
ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH
APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE
PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH
APPLICABLE LAWS.  THEREFORE, TO ACHIEVE
THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION,
EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY
ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY
OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, ARISING
OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.


 


(n)           Business Days.  If any time
period for giving notice or taking action hereunder expires on a day which is a
Saturday, Sunday or legal holiday in the state in which the Company’s
chief-executive office is located, the time period shall automatically be
extended to the business day immediately following such Saturday, Sunday or
legal holiday.


 


* * * * *


 


17

















 


IN WITNESS WHEREOF, the parties hereto have executed
this Registration Agreement as of the day and year first above written.


 


 




	
   

  	
  ACCURIDE CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen A. Martin

  
	
   

  	
   

  	
  Name: Stephen A. Martin

  
	
   

  	
   

  	
  Title: Vice President /
  General Counsel

  






 
















 


Appendix
A


 


Notice
and Questionnaire


 


The
undersigned beneficial holder of 7.5% Convertible Senior Notes due 2020
(including such notes paid as paid-in-kind interest, the “Notes”) of Accuride
Corporation (the “Company”) and/or common stock, par value $0.01 per share, of
the Company (including common stock issuable upon the conversion of the Notes)
which are Registrable Securities understands that the Company intends to file
or has filed with the Securities and Exchange Commission (the “Commission”) a
registration statement (the “Resale Shelf Registration Statement”) for the
registration and resale under Rule 415 of the Securities Act of 1933, as
amended (the “Securities Act”), of the Registrable Securities, in accordance
with the terms of the registration rights agreement (the “Registration Rights
Agreement”), among the Company and the Holders named therein. A copy of the
Registration Rights Agreement is available from the Company upon request at the
address set forth below. All capitalized terms not otherwise defined herein
shall have the meaning ascribed thereto in the Registration Rights Agreement.


 


Each
beneficial holder of Registrable Securities (each a “beneficial owner”) is
entitled to the benefits of the Registration Rights Agreement. In order to sell,
or otherwise dispose of, any Registrable Securities pursuant to the Resale
Shelf Registration Statement, a beneficial owner of Registrable Securities
generally will be required to be named as a selling securityholder in the
related prospectus, deliver a prospectus to purchasers of Registrable
Securities and be bound by those provisions of the Registration Rights
Agreement applicable to such beneficial owner (including certain
indemnification provisions as described below). Beneficial owners that do not complete
this Notice and Questionnaire and deliver it to the Company as provided below
will not be named as selling securityholders in the prospectus and, therefore,
will not be permitted to sell any Registrable Securities pursuant to the Resale
Shelf Registration Statement.


 


Certain
legal consequences arise from being named as a selling securityholder in the
Resale Shelf Registration Statement and the related prospectus. Accordingly,
holders and beneficial owners of Registrable Securities are advised to consult
their own securities law counsel regarding the consequences of being named or
not being named as a selling securityholder in the Resale Shelf Registration
Statement and the related prospectus.


NOTICE


 


The
undersigned beneficial owner (the “Selling Securityholder”) of Registrable
Securities hereby gives notice to the Company of its intention to sell or
otherwise dispose of Registrable Securities beneficially owned by it and listed
below in Item 3 (unless otherwise specified under such Item 3) pursuant to the
Resale Shelf Registration Statement. The undersigned, by signing and returning
this Notice and Questionnaire, understands that it will be bound by the terms
and conditions of this Notice and Questionnaire and the Registration Rights
Agreement.


 


Pursuant
to the Registration Rights Agreement, the undersigned has agreed to indemnify
and hold harmless the Company’s directors and officers and each person, if any,
who controls the Company within the meaning of either Section 15 of the
Securities Act or Section 20 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), from and against certain 


 


A-1

















 


losses arising in connection with statements
concerning the undersigned that are made in the 
Resale Shelf Registration Statement or the related prospectus in
reliance upon the information provided in this Notice and Questionnaire.


 


If the
Selling Securityholder transfers all or any portion of the Registrable
Securities listed in Item 3 below after the date on which such information is
provided to the Company, the Selling Securityholder agrees to notify the
transferee(s) at the time of the transfer of its rights and obligations
under this Notice and Questionnaire and the Registration Rights Agreement.


 


QUESTIONNAIRE


 


Please
respond to every item, even if your response is “none.” If you need more space
for any response, please attach additional sheets of paper. Please be sure to
indicate your name and the number of the item being responded to on each such
additional sheet of paper, and to sign each such additional sheet of paper
before attaching it to this Questionnaire. Please note that you may be asked to
answer additional questions depending on your responses to the following
questions.


 


If you
have any questions about the contents of this Questionnaire or as to who should
complete this Questionnaire, please contact the General Counsel of the Company
at telephone number: 812-962-5068.


 


The
undersigned hereby provides the following information to the Company and
represents and warrants that such information is accurate and complete:


 


1.             Your Identity and Background as the Beneficial Owner
of the Registrable Securities.


 


(a)           Your full legal name:


 


(b)           Your business address (including street
address) (or residence if no business address), telephone number and facsimile
number:


 


Address:


 


Telephone No.:


 


Fax No.:


 


(c)           Are you a broker-dealer registered
pursuant to Section 15 of the Exchange Act?


 


o Yes.


 


o No.


 


A-2

















 


(d)           If your response to Item 1(c) above
is no, are you an “affiliate” of a broker-dealer registered pursuant to Section 15
of the Exchange Act?


 


o Yes.


 


o No.


 


For the purposes
of this Item 1(d), an “affiliate” of a registered broker-dealer includes any
person that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, such
broker-dealer, and does not include any individuals employed by such
broker-dealer or its affiliates.


 


(e)           Full legal name of person through which
you hold the Registrable Securities (i.e., name of your broker or the DTC
participant, if applicable, through which your Registrable Securities are
held):


 


Name of Broker:


 


DTC No.:


 


Contact person:


 


Telephone No.:


 


2.             Your Relationship with the Company.


 


(a)           Have you or any of your affiliates,
officers, directors or principal equity holders (owners of 5% or more of the
equity securities of the undersigned) held any position or office or have you
had any other material relationship with the Company (or its predecessors or
affiliates) within the past three years?


 


o Yes.


 


o No.


 


(b)           If your response to Item 2(a) above
is yes, please state the nature and duration of your relationship with the
Company:


 


 


3.             Your Interest in the Registrable
Securities.


 


(a)           State the type and amount of Registrable
Securities beneficially owned by you:


 


 


A-3

















 


State the CUSIP No(s). of such Registrable Securities
beneficially owned by you:


 


 


(b)           Other than as set forth in your response
to Item 3(a) above, do you beneficially own any other securities of the
Company?


 


o Yes.


 


o No.


 


(c)           If your answer to Item 3(b) above is
yes, state the type, the aggregate amount and CUSIP No. of such other
securities of the Company beneficially owned by you:


 


Type:


 


Aggregate amount:


 


CUSIP No.:


 


(d)           Did you acquire the securities listed in
Item 3(a) above in the ordinary course of business?


 


o Yes.


 


o No.


 


(e)           At the time of your purchase of the
securities listed in Item 3(a) above, did you have any agreements or
understandings, direct or indirect, with any person to distribute the
securities?


 


o Yes.


 


o No.


 


(f)            If your response to Item 3(e) above
is yes, please describe such agreements or understandings:


 


 


4.             Nature of your Beneficial Ownership.


 


(a)           Check if the beneficial owner set forth in your
response to Item 1(a) is any of the below:


 


(i)            A reporting company under the Exchange Act. o


 


A-4

















 


(ii)           A majority-owned subsidiary of a reporting company
under the Exchange Act. o


 


(iii)          A registered investment fund under the 1940 Act. o


 


(b)           If the beneficial owner of the
Registrable Securities set forth in your response to Item I (a) above is a
limited partnership, state the names of the general partner(s) of such
limited partnership:


 


 


(i)            With respect to each general partner
listed in Item 4(b) above who is not a natural person and is not
publicly-held, name each shareholder (or holder of partnership interests, if
applicable) of such general partner. If any of these named shareholders are not
natural persons or publicly-held entities, please provide the same information.
This process should be repeated until you reach natural persons or a
publicly-held entity.


 


 


(c)           Name your controlling shareholder(s) (the
“Controlling Entity”). If the Controlling Entity is not a natural person and is
not a publicly-held entity, name each shareholder of such Controlling Entity.
If any of these named shareholders are not natural persons or publicly-held
entities, please provide the same information. This process should be repeated
until you reach natural persons or a publicly-held entity.


 


(i)            (A) Full legal name of Controlling
Entity(ies) or natural person(s) who has/have sole or shared voting or
dispositive power over the Registrable Securities:


 


 


A-5

















 


(B) Business address (including street address) (or residence if
no business address), telephone number and facsimile number of such person(s):


 


Address:


 


Telephone No.:


 


Fax No.:


 


(C) Name of
shareholders:


 


(ii)           (A) Full legal name of Controlling
Entity(ies):


 


(B) Business address (including street address) (or residence if
no business address), telephone number and facsimile number of such person(s):


 


Address:


 


 


Telephone No.:


 


 


Fax No.:


 


 


(iii)          Name
of shareholders:


 


 


A-6

















 


5.             Plan of Distribution.


 


Except as set forth below, the undersigned (including
its donees or pledgees) intends to distribute the Registrable Securities listed
above in Item 3 pursuant to the Resale Shelf Registration Statement only as
follows (if at all): Such Registrable Securities may be sold from time to time
directly by the undersigned or, alternatively, through underwriters,
broker-dealers or agents. If the Registrable Securities are sold through
underwriters, broker-dealers or agents, the Selling Securityholder will be
responsible for underwriting discounts or commissions or agents’ commissions.
Such Registrable Securities may be sold in one or more transactions at fixed
prices, at prevailing market prices at the time of sale, at varying prices
determined at the time of sale or at negotiated prices. Such sales may be
effected in transactions (which may involve block transactions) (i) on any
national securities exchange or quotation service on which the Registrable
Securities may be listed or quoted at the time of sale, (ii) in the
over-the-counter market, or (iii) in transactions otherwise than on such
exchanges or services or in the over-the-counter market. The Selling
Securityholder may pledge or grant a security interest in some or all of the
Registrable Securities owned by it and, if it defaults in the performance of
its secured obligations, the pledgees or secured parties may offer and sell the
Registrable Securities from time to time pursuant to the prospectus. The
Selling Securityholder also may transfer and donate the Registrable Securities
in other circumstances in which case the transferees, donees, pledgees or other
successors in interest will be the selling securityholder for purposes of the
prospectus.


 


State any exceptions here:


 


 


Note: In no event will such method(s) of
distribution take the form of an underwritten offering of the Registrable
Securities without the prior written agreement of the Company.


 


The
undersigned acknowledges its obligation to comply with the provisions of the
Exchange Act and the rules thereunder relating to stock manipulation,
particularly Regulation M thereunder (or any successor rules or
regulations), in connection with any offering of Registrable Securities
pursuant to the Registration Rights Agreement. The undersigned agrees that
neither it nor any person acting on its behalf will engage in any transaction
in violation of such provisions.


 


The
undersigned beneficial owner and selling securityholder hereby acknowledges its
obligations under the Registration Rights Agreement to indemnify and hold
harmless certain persons as set forth therein. Pursuant to the Registration
Rights Agreement, the Company has agreed under certain circumstances to
indemnify the undersigned beneficial owner and selling securityholder against
certain liabilities.


 


In
accordance with the undersigned’s obligation under the Registration Rights
Agreement to provide such information as may be required by law for inclusion
in the Resale Shelf Registration Statement, the undersigned agrees to promptly
notify the Company of any inaccuracies or changes in the information provided
herein that may occur subsequent to the date hereof at any time while the
Resale Shelf Registration Statement remains effective.


 


A-7

















 


All
notices to the beneficial owner hereunder and pursuant to the Registration
Rights Agreement shall be made in writing to the undersigned at the address set
forth in Item 1(b) of this Notice and Questionnaire.


 


By
signing below, the undersigned acknowledges that it is the beneficial owner of
the Registrable Securities set forth herein, represents that the information provided
herein is accurate, consents to the disclosure of the information contained in
this Notice and Questionnaire and the inclusion of such information in the
Resale Shelf Registration Statement and the related prospectus. The undersigned
understands that such information will be relied upon by the Company in
connection with the preparation or amendment of the Resale Shelf Registration
Statement and the related prospectus.


 


Once
this Notice and Questionnaire is executed by the undersigned beneficial owner
and received by the Company, the terms of this Notice and Questionnaire, and
the representations and warranties contained herein, shall be binding on, shall
inure to the benefit of and shall be enforceable by the respective successors,
heirs, personal representatives and assigns of the Company and the undersigned
beneficial owner. This Notice and Questionnaire shall be governed in all
respects by the laws of the State of New York, without giving effect to rules governing
the conflict of laws.


 


IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused
this Notice and Questionnaire to be executed and delivered either in person or
by its duly authorized agent.


 




	
   

  	
   

  	
  NAME OF
  BENEFICIAL OWNER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Please Print)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
   

  






 


 


PLEASE
RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO ACCURIDE
CORPORATION AS FOLLOWS:


 


Accuride
Corporation

77140 Office Circle


Evansville, IN
47715


Attention: 
General Counsel


Facsimile: 
(812) 962-5470


 


With a copy to:


 


Latham & Watkins LLP

Sears Tower, Suite 5800

233 South Wacker Drive


 


A-8

















 


Chicago, IL 
60606

Attention:  David S. Heller, Esq.


Bradley Faris, Esq.


Facsimile:  (312)
993-9767


 


A-9