Exhibit 4.2


 


REGISTRATION
AGREEMENT


 


THIS REGISTRATION AGREEMENT (this “Agreement”)
is made as of February 4, 2009, by and among Accuride Corporation, a
Delaware corporation (the “Company”), Sun Accuride Debt Investments,
LLC, a Delaware limited liability company (“Sun”), and each Person who
becomes a party to this Agreement after the date hereof by executing a joinder
agreement hereto (collectively, the “Other Investors”).  Otherwise undefined capitalized terms used
herein are defined in Section 8 hereof.


 


WHEREAS, pursuant to the Last Out Debt Agreement,
dated as of February 4, 2009, by and between the Company and Sun (the “Last
Out  Debt Agreement”), the Company will
issue a warrant (the “Warrant”) to Sun exercisable into shares of Common
Stock representing 25% of the fully diluted Common Stock outstanding on the
date of exercise (the “Warrant Shares”); and


 


WHEREAS, in order to induce Sun to enter into the Last
Out Debt Agreement, the Company has agreed to provide certain registration
rights to Sun on the terms and subject to the conditions set forth herein.


 


NOW, THEREFORE, 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.     Demand Registrations.


 


(a)   Requests for Registration.  At any time, the holders of at least a
majority of the Sun Registrable Securities may request registration under the
Securities Act of all or any portion of such Sun Registrable Securities on Form S-1
or any similar long-form registration statement (“Long-Form Registration”)
or, if available, on Form S-3 or any similar short-form registration
statement (“Short-Form Registrations”).  All registrations requested pursuant to this Section 1(a) are
referred to herein as “Demand Registrations.”  Each registration statement filed pursuant to
a Demand Registration shall state that, in accordance with Rule 416 under
the Securities Act, it also covers such indeterminate number of additional
Common Stock as may become issuable upon exercise of the Warrant to prevent
dilution resulting from stock splits, stock dividends or similar
transactions.  Each request for a Demand
Registration shall specify the approximate number of Registrable Securities
requested to be registered.  The Company
shall give prompt written notice (either before or after the filing of the
registration statement) of such requested registration to all other holders of
Registrable Securities and, subject to Section 1(d) below,
will include in such registration, in addition to the Sun Registrable
Securities that are requested to be registered pursuant hereto, all Other
Registrable Securities with respect to which the Company has received written
requests for inclusion therein within 10 days after the sending by the Company
of the Company’s notice.


 


(b)   Long-Form Registration.  The holders of a majority of the Sun
Registrable Securities shall be entitled to request one Long-Form Registration.  The Long-Form Registration shall be
underwritten registrations if so requested by the holders of a majority of the
Sun Registrable Securities included in such registration.  A registration shall not count as the
permitted Long-Form Registration until it has become effective.


 

















 


(c)   Short-Form Registrations.  In addition to the Long-Form Registration
provided pursuant to Section 1(b), the holders of a majority of the
Sun Registrable Securities shall be entitled to request an unlimited number of
Short-Form Registrations.  Demand Registrations
shall be Short-Form Registrations whenever the Company is permitted to use
any applicable short form and if the managing underwriters (if any) agree to
the use of a Short-Form Registration Statement.  The Company shall use commercially reasonable
efforts to make Short-Form Registrations on Form S-3 available for
the sale of Registrable Securities. 
Short-Form Registrations may be underwritten registrations, resale
registrations or “shelf registrations” pursuant to Rule 415 under the
Securities Act (“Shelf Registrations”) or otherwise, in each case at the
sole discretion of the requesting holders.


 


(d)   Priority on Demand Registrations. The
Company will not include in any Demand Registration any securities which are
not Registrable Securities without the prior written consent of the holders of
a majority of the Registrable Securities included in such registration, which
consent will not be unreasonably withheld. 
If a Demand Registration is an underwritten offering and the managing
underwriters advise the Company that, in their opinion, the number of
Registrable Securities and, if permitted hereunder, other securities requested
to be included in such offering, exceeds the number of Registrable Securities
and other securities, if any, which can be sold therein without adversely
affecting the marketability, proposed offering price, timing, distribution
method or probability of success of such offering, the Company will include in
such registration  (i) first, the Sun Registrable
Securities requested to be included in such registration which in the opinion
of such underwriters can be sold without adverse effect, pro rata among the
holders thereof on the basis of the number of Registrable Securities owned by
each such holder, (ii) second, the Other Registrable Securities requested
to be included in such Demand Registration, pro rata among the holders thereof
on the basis of the number of Registrable Securities owned by each such holder
and (iii) third, the other securities requested to be included in such Demand
Registration which in the opinion of such underwriters can be sold without
adverse effect, pro rata among the holders thereof on the basis of the number
of such other securities owned by each such holder.


 


(e)   Restrictions on Demand Registrations.  The Company will not be obligated to effect
any Demand Registration within six months after the effective date of a
previous Long-Form Registration or Short-Form Registration, as the
case may be, in which the offering was completed and there was no reduction in
the number of Registrable Securities requested to be included.  The Company may postpone, for up to 90 days
(from the date of the request), the filing or the effectiveness of a
registration statement for a Demand Registration if the Company is in possession
of material non-public information concerning it or its business and affairs
and the Company’s board of directors determines in good faith that (i) disclosure
of such information is legally required in connection with such registration
and (ii) public disclosure of such information in a registration statement
would have a materially detrimental effect on the Company; provided,
that in such event, the holders of the Sun Registrable Securities requesting
such Demand Registration shall be entitled to withdraw such request and, if
such request is withdrawn, such Demand Registration shall not count as one of
the permitted Demand Registrations hereunder. 
The Company may delay a Demand Registration hereunder only once in any
12-month period.


 


(f)    Selection of Underwriters.  The holders of a majority of the Registrable
Securities initially requesting registration hereunder will have the right to
select the investment 


 


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banker(s) and manager(s) to administer the
offering under such Demand Registration, subject to the Company’s approval,
which will not be unreasonably withheld.


 


(g)   Other Registration Rights.  The Company will not grant to any Persons the
right to request that the Company register any equity securities of the
Company, or any securities convertible into or exchangeable or exercisable for
any such securities, except as provided in this Agreement, except pursuant to
registrations on Form S-4 or Form S-8 (or any successor or similar
forms), or as otherwise consistent with the terms hereof  (“Other Registration Rights”).  All such Other Registration Rights will be
subordinate in priority to the rights of the Sun Registrable Securities and the
Other Registrable Securities as set forth herein.


 


2.     Piggyback Registrations.


 


(a)   Right to Piggyback.  Whenever the Company proposes to register any
of its equity securities under the Securities Act (other than pursuant to a
Demand Registration or a registration on Form S-4 or S-8 or any successor
or similar forms) and the registration form to be used may be used for the
registration of Registrable Securities (a “Piggyback Registration”),
whether or not for sale for its own account, the Company will give prompt
written notice (either before or after the filing of the registration
statement) to all holders of Registrable Securities of its intention to effect
such a registration and, subject to Sections 2(b) and 2(c) below,
will include in such registration all Registrable Securities with respect to
which the Company has received written requests for inclusion therein within 7
days after the sending by the Company of the Company’s notice.


 


(b)   Priority on Primary Registrations. If
a Piggyback Registration is an underwritten primary registration on behalf of
the Company, and the managing underwriters advise the Company and the holders
of Registrable Securities that have requested inclusion in such offering that,
in their opinion, the number of securities requested to be included in such
registration exceeds the number which can be sold in such offering without
adversely affecting the marketability, proposed offering price, timing,
distribution method or probability of success of such offering, then the
Company will include in such registration (i) first, the securities that
the Company proposes to sell, (ii) second, the Sun Registrable Securities
and Other Registrable Securities requested to be included in such registration,
which in the opinion of such underwriters can be sold without adverse effect,
pro rata among the holders thereof on the basis of the number of Registrable
Securities owned by each such holder, and (iii) third, the other
securities requested to be included in such registration which in the opinion
of such underwriters can be sold without adverse effect, pro rata among the
holders thereof on the basis of the number of such other securities owned by
each such holder.


 


(c)   Priority on Secondary Registrations.
If a Piggyback Registration is an underwritten secondary registration on behalf
of holders of the Company’s securities (it being understood that Demand
Registrations on behalf of holders of Registrable Securities are addressed in Section 1
above rather than in this Section 2(c)), and the managing
underwriters advise the Company and the holders of Registrable Securities that
have requested inclusion in such offering that, in their opinion, the number of
securities requested to be included in such registration exceeds the number
which can be sold in such offering without adversely affecting the marketability,
proposed offering price, timing, distribution method or probability of success
of such offering, the Company will include in such registration (i) first,
the securities requested 


 


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to be included therein by the holders requesting such
registration, (ii) second, the Sun Registrable Securities and Other
Registrable Securities requested to be included in such registration, which in
the opinion of such underwriters can be sold without adverse effect, pro rata
among the holders thereof on the basis of the number of Registrable Securities
owned by each such holder, and (iii) third, the other securities requested
to be included in such registration which in the opinion of such underwriters
can be sold without adverse effect, pro rata among the holders thereof on the
basis of the number of such other securities owned by each such holder.


 


(d)   Selection of Underwriters.  If any Piggyback Registration is an
underwritten offering, the selection of the investment banker(s) and
manager(s) for the offering shall be made by the Company in its sole
discretion.


 


(e)   Withdrawal by Company.  If, at any time after giving notice of its
intention to register any of its securities as set forth in Section 2(a) and
before the effective date of such registration statement filed in connection
with such registration, the Company shall determine, for any reason, not to
register such securities, the Company shall give written notice of such
determination to each holder of Registrable Securities and shall promptly
return any materials provided by the holders of Registrable Securities to the
Company in connection with such registration.


 


3.     Holdback Agreements.


 


(a)   Each holder of Registrable Securities agrees
not to effect any public sale or distribution (including sales pursuant to Rule 144)
of equity securities of the Company, or any securities, options, or rights
convertible into or exchangeable or exercisable for such securities, including,
without limitation, any short sale, loan or hedge, during the Applicable Period
(as defined in this paragraph) (except as part of such underwritten
registration), unless the underwriters managing the registered public offering
otherwise agree.  If requested by the
Company or managing underwriters, each holder of Registrable Securities agrees
to execute customary lock-up agreements consistent with the foregoing
obligations with the managing underwriter(s) of an underwritten offering
with a duration not to exceed the Applicable Period in such form as agreed to
by the holders of a majority of the Registrable Securities participating in
such underwritten offering.  The “Applicable
Period” shall begin seven days before the Closing, and continue for 180 days
following the effective date of the registration statement for the initial
public offering of the Company’s equity securities and shall begin seven days
before the Closing, and continue for 90 days following the effective date of
the registration statement for any other underwritten public offering of the
Company’s equity securities (including Demand and Piggyback Registrations) or
in each case such longer period agreed to by the holders of a majority of the
Sun Registrable Securities participating in such offering.


 


(b)   The Company agrees (i) not to effect any
public sale or distribution of its equity securities, or any securities
convertible into or exchangeable or exercisable for such securities, during the
Applicable Period (except as part of such underwritten registration or pursuant
to registrations on Form S-4 or S-8 or any successor form), unless the
underwriters managing the registered public offering otherwise agree, and (ii) to
use commercially reasonable efforts to cause each beneficial holder of 5% or
more of its Common Stock outstanding, or any securities convertible into or
exchangeable or exercisable for 5% or more of its Common Stock outstanding,
purchased or otherwise acquired from the Company at any time after the date of
this 


 


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Agreement (other than in a registered public offering)
to agree not to effect any public sale or distribution (including sales
pursuant to Rule 144) of any such securities during any such period
(except as part of such underwritten registration, if otherwise permitted),
unless the underwriters managing the registered public offering otherwise
agree.


 


4.     Registration Procedures. 
Whenever the holders of Registrable Securities have requested that any
Registrable Securities be registered pursuant to this Agreement, the Company
will use commercially reasonable efforts to effect the registration and the
sale of such Registrable Securities in accordance with the intended method of
disposition thereof and, pursuant thereto, the Company will as expeditiously as
possible:


 


(a)   prepare and (in the case of underwritten
registrations, within a commercially reasonable period of time after receiving
a request for registration, and in the case of Shelf Registrations, within 30
days after receiving a request for registration) file with the Securities and
Exchange Commission a registration statement with respect to such Registrable
Securities and thereafter use commercially reasonable efforts to cause such
registration statement to become effective (provided, that, before
filing a registration statement or prospectus or any amendments or supplements
thereto, the Company will furnish a reasonable period of time prior to filing
to the counsel selected by the holders of a majority of the Registrable
Securities covered by such registration statement copies of all such documents
proposed to be filed, which documents will be furnished within a reasonable
period of time prior to filing and will be subject to review of such counsel);


 


(b)   notify each holder of Registrable Securities
of the effectiveness of each registration statement filed hereunder and prepare
and file with the Securities and Exchange Commission such amendments and
supplements or take such other action to such registration statement and the
prospectus used in connection therewith as may be necessary to keep such
registration statement effective for such period as will terminate, at the
earlier of six months in the case of underwritten registrations, 36 months in
the case of Shelf Registrations or, in any event, when all of the securities
covered by such registration statement during such period have been disposed of
in accordance with the intended methods of disposition by the seller or sellers
thereof set forth in such registration statement (but, in any event, not before
the expiration of any longer period required under the Securities Act, or, if
such registration statement relates to an underwritten offering, such longer
period as in the opinion of counsel for the underwriters a prospectus is
required by law to be delivered in connection with sales of Registrable
Securities by an underwriter or dealer), and to comply with the provisions of
the Securities Act with respect to the disposition of all securities covered by
such registration statement until such time as all of such securities have been
disposed of in accordance with the intended methods of disposition by the
seller or sellers thereof set forth in such registration statement;


 


(c)   furnish to each seller of Registrable
Securities such number of copies of such registration statement, each amendment
and supplement thereto, the prospectus included in such registration statement
(including each preliminary 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;


 


(d)   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 


 


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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 will 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 subsection, (ii) subject
itself to taxation in any such jurisdiction, or (iii) consent to general
service of process in any such jurisdiction);


 


(e)   notify each seller of such Registrable
Securities, at any time when a prospectus relating thereto is required to be
delivered under the Securities Act, upon discovery that, or upon the discovery of
the happening of any event as a result of which, the prospectus included in
such registration statement contains an untrue statement of a material fact or
omits any fact necessary to make the statements therein not misleading in the
light of the circumstances under which they were made, and, at the request of
any such seller, the Company will prepare and furnish to such seller a
reasonable number of copies of a supplement or amendment to such prospectus so
that, as thereafter delivered to the purchasers of such Registrable Securities,
such prospectus will not contain an untrue statement of a material fact or omit
to state any fact necessary to make the statements therein not misleading in
the light of the circumstances under which they were made; provided, however,
that at any time, upon written notice to the participating holders of
Registrable Securities and for a period not to exceed 60 days thereafter (the “Suspension
Period”), the Company may suspend the use or effectiveness of any
registration statement (and the holders of Registrable Securities hereby agree
not to offer or sell any Registrable Securities pursuant to such registration
statement during the Suspension Period) if the Company reasonably believes that
there is or may be in existence material nonpublic information or events
involving the Company, the failure of which to be disclosed in the prospectus
included in the registration statement could constitute a material misstatement
or omission.  In the event that the
Company shall exercise its right to delay or suspend the use or effectiveness
of a registration hereunder, the applicable time period during which the
registration statement is to remain effective shall be extended by a period of
time equal to the duration of the Suspension Period.  The Company may extend the Suspension Period
for an additional consecutive 60 days with the consent of the holders of a
majority of the Registrable Securities registered under the applicable
registration statement.  If so directed
by the Company, all holders of Registrable Securities registering shares under
such registration statement shall (i) not offer to sell any Registrable
Securities pursuant to the registration statement during the period in which
the delay or suspension is in effect after receiving notice of such delay or
suspension and (ii) use commercially reasonable efforts to deliver to the
Company (at the Company’s expense) all copies, other than permanent file copies
then in such holders’ possession, of the prospectus relating to such Registrable
Securities current at the time of receipt of such notice;


 


(f)    use commercially reasonable efforts to cause
all such Registrable Securities to be listed on each securities exchange on
which similar securities issued by the Company are then listed and, if not so
listed, to be listed on a securities exchange;


 


(g)   use commercially reasonable efforts to
provide a transfer agent and registrar for all such Registrable Securities not
later than the effective date of such registration statement;


 


(h)   enter into such customary agreements
(including underwriting agreements in customary form) and take all such other
actions as the holders of a majority of the Registrable 


 


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Securities being sold or the underwriters, if any,
reasonably request in order to expedite or facilitate the disposition of such
Registrable Securities;


 


(i)    make available for inspection by any seller
of Registrable Securities, any underwriter participating in any disposition
pursuant to such registration statement, and any attorney, accountant, or other
agent retained by any such seller or underwriter, all financial and other
records, pertinent corporate and business documents and properties of the
Company as shall be necessary to enable them to exercise their due diligence
responsibility, and cause the Company’s officers, directors, employees, agents,
representatives, and independent accountants to supply all such information
reasonably requested by any such seller, underwriter, attorney, accountant, or
agent in connection with such registration statement; provided, however that
any such information furnished by the Company that is non-public shall be used
in connection with such registration only, and shall be kept confidential by
any of the foregoing recipients;


 


(j)    take all reasonable actions to ensure that
any Free-Writing Prospectus utilized in 
connection with any Demand Registration or Piggyback Registration
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, shall 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;


 


(k)   otherwise use commercially reasonable efforts
to comply with all applicable rules and regulations of the Securities and
Exchange Commission, and make available to its security holders, 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 date of the registration statement, which earnings
statement shall satisfy the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder;


 


(l)    permit any holder of Registrable Securities
which holder, in its sole and exclusive judgment, might be deemed to be an
underwriter or a controlling person of the Company to participate in the
preparation of such registration or comparable statement and to require the
insertion therein of material, furnished to the Company in writing, which in
the reasonable judgment of each of such holder and its counsel and the Company
and its counsel should be included;


 


(m)  in the event of the issuance of any stop order
suspending the effectiveness of a registration statement, or of any order
suspending or preventing the use of any related prospectus or suspending the
qualification of any securities included in such registration statement for
sale in any jurisdiction, the Company will use commercially reasonable efforts
promptly to obtain the withdrawal of such order;


 


(n)   use commercially reasonable efforts to cause
such Registrable Securities covered by such registration statement to be
registered with or approved by such other governmental agencies or authorities
as may be necessary to enable the sellers thereof to consummate the disposition
of such Registrable Securities;


 


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(o)   use commercially reasonable to obtain a
comfort letter from the Company’s independent public accountants in customary
form and covering such matters of the type customarily covered by comfort
letters, which letter shall be addressed to the underwriters;


 


(p)   use commercially reasonable to obtain an
opinion from the Company’s outside counsel in customary form and covering such
matters of the type customarily covered by such opinions;


 


(q)   cooperate with the holders of Registrable Securities covered by the
registration statement and the managing underwriter or agent, if any, to
facilitate the timely preparation and delivery of certificates (not bearing any
restrictive legends) representing securities to be sold under the registration
statement, and enable such securities to be in such denominations and
registered in such names as the managing underwriter, or agent, if any, or such
holders may request;


 


(r)    cooperate with each holder of Registrable Securities covered by the
registration statement and each underwriter or agent participating in the
disposition of such Registrable Securities and their respective counsel in
connection with any filings required to be made with the Financial
Industry Regulatory Authority (“FINRA”); and


 


(s)   use commercially reasonable efforts to make available the executive officers of the Company to
participate with the holders of Registrable Securities and any underwriters in
any “road shows” or other selling efforts that may be reasonably requested by
the holders in connection with the methods of distribution for the Registrable
Securities.


 


5.     Registration Expenses. 
All expenses incident to the filing of any Demand Registration
(including a Demand Registration withdrawn in accordance with Section 1(e))
or Piggyback Registration and to the Company’s performance of or compliance
with this Agreement (all such expenses being herein called “Registration
Expenses”) shall be borne or paid by the Company, including, without
limitation, all registration and filing fees, fees and expenses of compliance
with securities or blue sky laws, printing expenses, messenger and delivery
expenses, fees and disbursements of custodians, fees and disbursements of
counsel for the Company, and all independent certified public accountants,
underwriters (excluding discounts and commissions), and other Persons retained
by the Company, including, without limitation, the Company’s internal expenses
(e.g., 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 securities issued
by the Company are then listed or, if none are so listed, on a securities
exchange.  In addition, in connection
with each Demand Registration (including a Demand Registration withdrawn in
accordance with Section 1(e)) and each Piggyback Registration, the
Company shall reimburse the holders of Registrable Securities included in such
registration for the reasonable fees and disbursements of one counsel chosen by
the holders of a majority of the Registrable Securities included in such
registration.  The Company’s obligation
to bear or pay all Registration Expenses is absolute and shall not depend on
whether or not any offering contemplated hereby is completed or whether any
registration statement is declared effective. 
Notwithstanding the foregoing, the Company shall have no obligation to
pay any underwriting discounts or selling commissions attributable to 


 


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the Registrable Securities being sold by the holders
thereof, which underwriting discounts or selling commissions shall be borne by
such holders.


 


6.     Indemnification.


 


(a)   The Company
agrees to indemnify and hold harmless, to the full extent permitted by law,
each holder of Registrable Securities, its officers, directors, members, and
employees and each Person who controls such holder (within the meaning of the
Securities Act) against any and all 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 (A) in any
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 such 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 such holder
and each such director, officer, member, agent retained in connection with the
transactions contemplated hereby and employee for any legal or any other
expenses incurred by them in connection with investigating or defending any
such loss, claim, liability, action, or proceeding; provided, however,
that the Company shall not be liable in any such case 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 such registration statement, any such 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 or other indemnified party expressly
for use therein or by such holder’s failure to deliver a copy of the
registration statement or prospectus or any amendments or supplements thereto
after the Company has furnished such holder with a sufficient number of copies
of the same.  In connection with any
underwritten offering, the Company will indemnify such 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 of Registrable Securities.


 


(b)   In connection with any registration statement
in which a holder of Registrable Securities is participating, each such holder
will furnish to the Company in writing such information and affidavits as the
Company reasonably requests for use in connection with any such registration
statement or prospectus and, to the full extent permitted by law, will
indemnify and hold harmless the other holders of Registrable Securities and the
Company, and their respective directors, officers, members, agents retained in
connection with the transactions contemplated hereby 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 


 


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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 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 such registration statement, any such
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;
provided, however, that the obligation to indemnify will be
individual 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
such 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 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).  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 in such proportion as is appropriate to
reflect the relative fault of the Company on the one hand and of the sellers of
Registrable Securities and any other sellers participating in the registration
statement on the other hand in connection with the registration statement on
the other in connection with the statement or omissions which resulted in such
losses, claims, damages, or liabilities, as well as any other relevant
equitable considerations.  The relative
fault of the Company on the one hand and of the sellers of Registrable
Securities and any other sellers participating in the registration statement on
the other hand shall be determined by reference to, among other things, whether
the untrue or alleged omission to state a material fact


 


10
















 


relates to information supplied by or relating to the
Company or whether it relates to information supplied by or relating to the
sellers of Registrable Securities or other sellers participating in the
registration statement and the parties’ relative intent, knowledge, access to
information, and opportunity to correct or prevent such statement or omission.


 


(f)    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 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.


 


(g)   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, employee or controlling Person of such indemnified
party and will survive the transfer of securities.


 


7.     Participation in Underwritten Registrations.


 


(a)   No Person may participate in any registration
hereunder which is underwritten unless such Person (i) agrees to sell such
Person’s securities on the basis provided in any underwriting arrangements
approved by the Person or Persons entitled hereunder to approve such
arrangements (including, without limitation, pursuant to the terms of any over-allotment
or “green shoe” option requested by the managing underwriter(s); provided,
that no holder of Registrable Securities will be required to sell more than the
number of Registrable Securities that such holder has requested the Company to
include in any registration), 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 Person that is participating in any
registration hereunder agrees that, upon receipt of any notice from the Company
of the happening of any event of the kind described in Section 4(e) above,
such Person will forthwith discontinue the disposition of its Registrable
Securities pursuant to the registration statement until such Person’s receipt
of the copies of a supplemented or amended prospectus as contemplated by such Section 4(e).  In the event that the Company shall give any
such notice, the applicable time period mentioned in Section 4(b) during
which a Registration Statement is to remain effective shall be extended by the
number of days during the period from and including the date of the giving of
such notice pursuant to Section 4(e) to and including the date
when each seller of a Registrable Security 


 


11

















 


covered by such registration statement shall have
received the copies of the supplemented or amended prospectus contemplated by Section 4(e).


 


8.     Current Public Information.  At all times after the date hereof, the
Company will 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
Securities and Exchange 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 Rule 144.


 


9.     Definitions


 


“Common Stock” means the common stock, par value
$0.01 per share, of the Company as constituted on the date hereof and any stock
into which any such common stock shall have been changed or any stock resulting
from any reclassification of any such common stock.


 


“Electronic Delivery” shall have the meaning
set forth in Section 10(g).


 


“Exchange 
Act” means the Securities Exchange Act of 1934, as amended, or any
successor federal statute, and the rules and regulations promulgated
thereunder, all as amended, modified or supplemented from time to time.


 


“FINRA” shall have the meaning set forth in Section 4(r).


 


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


 


“Other Registrable Securities” means (i) all
Warrant Shares originally issued, directly or indirectly, to any Other
Investor, (ii) all shares of Common Stock issued or issuable, directly or
indirectly, with respect to the Warrant Shares upon exercise, conversion or
exchange or by way of stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or other
reorganization and (iii) shares of Common Stock with registration rights
pursuant to the Amended and Restated Registration Rights Agreement, dated January 31,
2005, by and among Accuride Corporation and the stockholders listed in Exhibit A
thereto.  As to any particular Other
Registrable Securities listed in Subsections (i) and (ii) of
this paragraph, such securities shall cease to be Other Registrable Securities
when they have been (a) distributed to the public pursuant to an offering
registered under the Securities Act, (b) sold in compliance with Rule 144,
or (c) repurchased by the Company or any Subsidiary thereof or purchased
or otherwise acquired by Sun, and, if such Other Registrable Securities are
purchased or otherwise acquired by Sun, then such Other Registrable Securities
shall be deemed Sun Registrable Securities. 
For purposes of this Agreement, a Person shall be deemed to be a holder
of Other Registrable Securities, and the Other Registrable Securities shall be
deemed to be in existence, whenever such Person has the right to acquire,
directly or indirectly, such Other Registrable Securities (upon conversion or
exercise in connection with a transfer of securities or otherwise, but disregarding
any restrictions or limitations upon the exercise of such right other than
vesting), whether or not such acquisition has actually been effected, and such
Person shall be entitled to exercise the rights of a holder of Other
Registrable Securities hereunder.  In 


 


12

















 


addition, all Other
Registrable Securities shall cease to constitute Other Registrable Securities
if all Other Registrable Securities may be sold by the holder thereof within a
three-month period under Rule 144.


 


“Other Registration
Rights” shall have the meaning set forth in Section 1(g).


 


“Person” means an
individual, a corporation, a limited liability company, an association, a
joint-stock company, a business trust or other similar organization, a
partnership, a joint venture, a trust, an unincorporated organization or a
government or any agency, instrumentality or political subdivision thereof.


 


“Registrable Securities” means, collectively,
the Sun Registrable Securities and the Other Registrable Securities.


 


“Rule 144” means Rule 144 adopted by
the Securities and Exchange Commission under the Securities Act (as such rule may
be amended from time to time) or any successor thereto or any similar rule or
regulation hereafter adopted by the Securities and Exchange Commission.


 


“Securities Act” means the Securities Act of
1933, as amended, or any successor federal statute, and the rules and
regulations promulgated thereunder, all as amended, modified or supplemented
from time to time.


 


“Securities and Exchange Commission” includes
any governmental body or agency succeeding to the functions thereof.


 


“Shelf Registrations” shall have the meaning
set forth in Section 1(c).


 


“Subsidiary” or “Subsidiaries” means,
with respect to any Person, any corporation, limited liability company,
partnership, association, or other business entity of which (i) if a
corporation, a majority of the total voting power of shares of stock entitled
(without regard to the occurrence of any contingency) to vote in the election
of directors, managers, or trustees thereof is at the time owned or controlled,
directly or indirectly, by such Person or one or more of the other Subsidiaries
of such Person or a combination thereof, or (ii) if a limited liability
company, partnership, association, or other business entity, a majority of the
partnership or other similar ownership interest thereof is at the time owned or
controlled, directly or indirectly, by any Person or one or more Subsidiaries
of such Person or a combination thereof. 
For purposes hereof, a Person or Persons shall be deemed to have a
majority ownership interest in a limited liability company, partnership,
association, or other business entity if such Person or Persons shall be
allocated a majority of limited liability company, partnership, association, or
other business entity gains or losses or shall be or control any managing
director or general partner of such limited liability company, partnership,
association, or other business entity.


 


“Sun Registrable Securities” means (i) all Warrant Shares originally
issued, directly or indirectly, to Sun or any of its affiliates, (ii) all
shares of Common Stock issued or issuable, directly or indirectly, with respect
to the Warrant Shares upon exercise, conversion or exchange or by way of stock
dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization and (iii) any
other shares of Common Stock or other securities of the Company held by Persons
holding securities 


 


13

















 


described
in clauses (i) and (ii) above. 
As to any particular Sun Registrable Securities, such securities shall
cease to be Sun Registrable Securities when they have been (a) distributed
to the public pursuant to an offering registered under the Securities Act, (b) sold
in compliance with Rule 144, (c) have been distributed to the members
or partners of Sun, or (d) repurchased by the Company or any Subsidiary
thereof or purchased or otherwise acquired by any employee of the Company, and,
if such Sun Registrable Securities are purchased or otherwise acquired by any
employee of the Company, then such Sun Registrable Securities shall be deemed
Other Registrable Securities.  For
purposes of this Agreement, a Person shall be deemed to be a holder of Sun
Registrable Securities, and the Sun Registrable Securities shall be deemed to
be in existence, whenever such Person has the right to acquire directly or
indirectly such Sun Registrable Securities (upon conversion or exercise in
connection with a transfer of securities or otherwise, but disregarding any
restrictions or limitations upon the exercise of such right), whether or not
such acquisition has actually been effected, and such Person shall be entitled
to exercise the rights of a holder of Sun Registrable Securities hereunder.


 


“Suspension Period” has meaning set forth in Section 4(e).


 


10.   Miscellaneous.


 


(a)   No Inconsistent Agreements.  The Company hereby represents and warrants to
the holders of Registrable Securities that there are no agreements with respect
to the Company’s securities that are inconsistent with or violate the rights
granted to the holders of Registrable Securities in this Agreement and agrees
that it will not hereafter enter into any such agreement.


 


(b)   Adjustments Affecting Registrable
Securities.  The Company will not
take any action, or permit any change to occur, with respect to the Company’s
securities which would materially and adversely affect the ability of the
holders of Registrable Securities to include such Registrable Securities in a
registration undertaken pursuant to this Agreement or which would adversely
affect the marketability of such Registrable Securities in any such
registration (including, without limitation, effecting a stock split,
combination of shares, or other recapitalization).


 


(c)   Amendment and Waiver.  Except as otherwise provided herein, no
modification, amendment, or waiver of any provision of this Agreement will be
effective against the Company or the holders of Registrable Securities, unless
such modification, amendment, or waiver is approved in writing by the Company
and the holders of at least a majority of the Sun Registrable Securities; provided,
that in the event that such amendment or waiver would materially and adversely
affect a holder or group of holders of Registrable Securities in a manner
substantially different than any other holders of Registrable Securities, then
such amendment or waiver will require the consent of such holder of Registrable
Securities or a majority of the Registrable Securities held by such group of
holders materially and adversely affected. 
The failure of any party to enforce any of the provisions of this
Agreement will in no way be construed as a waiver of such provisions and will
not affect the right of such party thereafter to enforce each and every
provision of this Agreement in accordance with its terms.


 


(d)   Severability.  Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision 


 


14

















 


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 will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed, and enforced in such jurisdiction as if such invalid,
illegal, or unenforceable provision had never been contained herein.


 


(e)   Entire Agreement. Except as otherwise
expressly set forth herein, this Agreement, those documents expressly referred
to herein, and the other documents of even date herewith embody the complete
agreement and understanding among the parties and supersede and preempt 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.


 


(f)    Successors and Assigns.  This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the parties hereto and their
respective heirs, executors, successors and assigns.  In addition, and whether or not any express
assignment shall have been made, the provisions of this Agreement which are an
obligation of or for the benefit of the holders of Registrable Securities (or
any portion thereof) as such shall be binding upon and inure to the benefit of,
and enforceable by, any subsequent holder of any Registrable Securities (or of
such portion thereof).


 


(g)   Electronic Delivery; Counterparts.  This Agreement and any signed agreement or
instrument entered into in connection with this Agreement, and any amendments
hereto or thereto, may be executed in one or more counterparts, all of which
shall constitute one and the same instrument. 
Any such counterpart, to the extent delivered by means of a facsimile
machine or by .pdf, .tif, .gif, .peg or similar attachment to electronic mail
(any such delivery, an “Electronic Delivery”) shall be treated in all
manner and respects as an original executed counterpart and shall be considered
to have the same binding legal effect as if it were the original signed version
thereof delivered in person.  At the
request of any party hereto, each other party hereto or thereto shall
re-execute the original form of this Agreement and deliver such form to all
other parties.  No party hereto shall
raise the use of Electronic Delivery to deliver a signature or the fact that
any signature or agreement or instrument was transmitted or communicated
through the use of Electronic Delivery as a defense to the formation of a
contract, and each such party forever waives any such defense, except to the
extent such defense relates to lack of authenticity.


 


(h)   Remedies. Any Person having rights
under any provision of this Agreement shall be entitled to enforce their rights
under this Agreement specifically to recover damages by reason of any breach of
any provision of this Agreement and to exercise all other rights existing in
their favor; provided, however the parties hereto stipulate that
the remedies at law of any party hereto in the event of any default or
threatened default by any other party hereto in the performance of or
compliance with the terms hereof are not and will not be adequate and that, to
the fullest extent permitted by law, such terms may be specifically enforced
(without posting a bond or other security) by a decree for the specific
performance thereof, whether by an injunction against violation thereof or
otherwise.


 


(i)    Notices.  All notices, requests, demands and other
communications permitted or required to be given or delivered under or by
reason of the provisions of this Agreement shall be in writing and shall be
deemed conclusively to have been given (i) when personally delivered, (ii) when
sent by facsimile (with hard copy to follow) during a business day (or on the
next 


 


15

















 


business day if sent after the close of normal
business hours or on any non-business day), (iii) when sent by electronic
mail (with hard copy to follow) during a business day (or on the next business
day if sent after the close of normal business hours or on any non-business
day), (iv) one (1) business day after being sent by reputable
overnight express courier (charges prepaid), or (v) three (3) business
days following mailing by certified or registered mail, postage prepaid and
return receipt requested.  The respective
addresses of the parties hereto for the purposes of this Agreement are set
forth on Exhibit A attached hereto. 
Any party may change its address (or facsimile number or electronic mail
address) by notice to each of the other parties in accordance with this Section 10(i).


 


(j)    Governing Law; Jurisdiction; Waiver of
Jury Trial.  This Agreement shall be
governed by and construed in accordance with the domestic laws of the State of
Delaware without giving effect to any choice or conflict of law provision or rule (whether
of the State of Delaware or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of
Delaware.  Each party hereto submits to
the jurisdiction of any state or federal court sitting in the State of
Delaware, in any action or proceeding arising out of or relating to this
Agreement and agrees that all claims in respect of the action or proceeding may
be heard and determined in any such court. 
Each party also agrees not to bring any action or proceeding arising out
of or relating to this Agreement in any other court.  Each party hereto waives any defense of
inconvenient forum to the maintenance of any action or proceeding so brought
and waives any bond, surety, or other security that might be required of any
other party with respect thereto.  Any
party may make service on any other party by sending or delivering a copy of
the process to the party to be served at the address and in the manner provided
for the giving of notices in Section 10(i) above.  Nothing in this Section 10(j),
however, shall affect the right of any party to bring any action or proceeding
arising out of or relating to this Agreement in any other court or to serve
legal process in any other manner permitted by law or at equity.  Each party agrees that a final judgment in
any action or proceeding so brought shall be conclusive and may be enforced by
suit on the judgment or in any other manner provided by law or at equity.  EACH PARTY HERETO HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LITIGATION, ACTION,
PROCEEDING, CROSS-CLAIM, OR COUNTERCLAIM IN ANY COURT (WHETHER BASED ON
CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF, RELATING TO OR IN CONNECTION WITH
(I) THIS AGREEMENT OR THE VALIDITY, PERFORMANCE, INTERPRETATION,
COLLECTION OR ENFORCEMENT HEREOF OR (II) THE ACTIONS OF THE PARTIES IN THE
NEGOTIATION, AUTHORIZATION, EXECUTION, DELIVERY, ADMINISTRATION, PERFORMANCE OR
ENFORCEMENT HEREOF.


 


(k)   No Strict Construction.  The language used in this Agreement shall be
deemed to be the language chosen by the parties hereto to express their mutual
intent, and no rule of strict construction shall be applied against any
party.


 


(l)    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.


 


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


 


16

















 


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*     *    
*     *     *


 


17

















 


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


 


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  ACCURIDE
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ David K.
  Armstrong

  
	
   

  	
   

  	
  Name: David K.
  Armstrong

  
	
   

  	
   

  	
  Title: Senior
  Vice President/Chief

  
	
   

  	
   

  	
  Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUN:

  
	
   

  	
   

  
	
   

  	
  SUN ACCURIDE
  DEBT INVESTMENTS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Michael J. McConvery

  
	
   

  	
   

  	
  Name: Michael J.
  McConvery

  
	
   

  	
   

  	
  Title: Vice President

  



 


Signature
Page to Registration Agreement


 

















 


Exhibit A


 


Addresses for Notices


 


(a)                                  If
to the Company, to it at:


 


Accuride
Corporation

7140 Officer Circle

Evansville, Indiana 47715

Attention: David K. Armstrong

Facsimile: (812) 962-5426


 


with a copy to:


 


Latham &
Watkins LLP

Sears Tower, Suite 5800

233 South Wacker Drive

Chicago, Illinois 60606

Attention: Christopher D. Lueking

Facsimile: (312) 993-9767


 


(b)           If to Sun, to it at:


 


Sun Accuride Debt Investments, LLC


c/o Sun Capital Advisors IV, LP


5200 Town Center Circle, Suite 600


Boca Raton, Florida 
33486


Attention:  C. Deryl Couch,
Jason H. Neimark and Brian Urbanek


Facsimile:
(561) 394-0540


 


with a
copy to:


 


Kirkland &
Ellis LLP


200 East
Randolph Drive


Chicago,
IL 60601


Attention:  Douglas C. Gessner, P.C., Gerald T. Nowak and
Jeremy S. Liss


Facsimile:  (312) 861-2200


 


(c)           If to an Other Investor, to such
Other Investor at the last known address of such Other Investor contained in
the records of the Company.