Exhibit 4.1


 


EXECUTION


 


THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAW OF ANY
STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT
WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND
APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER SUCH ACT OR SUCH LAWS.


 


ACCURIDE CORPORATION


 


STOCK PURCHASE WARRANT


 


	
  Date of Issuance:
  February 4, 2009

  	
   

  	
  Certificate
  No. W-1

  



 


FOR VALUE RECEIVED, Accuride Corporation, a Delaware
corporation (the “Company”), hereby grants to Sun Accuride Debt
Investments, LLC or its registered assigns (the “Registered Holder”) the
right to purchase from the Company a number of shares of Common Stock (the “Warrant
Shares”) as set forth in Section 1(a) below.  Certain capitalized terms used herein are
defined in Section 7 hereof. 
The amount and kind of securities obtainable pursuant to the rights
granted hereunder and the purchase price for such securities are subject to
adjustment pursuant to the provisions contained in this Warrant.


 


This Warrant is subject to the following provisions:


 


1.                                     Exercise
of Warrant.


 


(a)                                Warrant
Shares.


 


(i)                                     Until
the date following the date on which Sun Accuride Debt Investments, LLC and its
affiliates (collectively, the “Investor Parties”) cease to hold at least
10% of the Company’s outstanding Common Stock (including for this purpose
shares of Common Stock issuable upon exercise of this Warrant and any other
warrants, options or similar rights held by the Investor Parties, but
excluding, for avoidance of doubt, any other warrants, options or similar
rights held by any other Persons) (such date, the “Fixed Calculation Date”),
the number of shares issuable upon exercise of this Warrant shall be equal to (i) 25%
of the Company’s outstanding Common Stock on a fully diluted basis (including,
for the avoidance of doubt, shares of Common Stock 


 

















 


issuable upon the
exercise of this Warrant and any other Dilutive Rights held by the Registered
Holder) at the date of any exercise of this Warrant, less (ii) the total
number of shares of the Company’s Common Stock previously issued in connection
with all prior partial exercises of this Warrant, subject to appropriate
adjustment to reflect any stock split, stock dividend, reverse stock split or
other corporate action that resulted in an increase or decrease in the number
of such shares previously issued in connection with prior partial exercises of
this Warrant, less (iii) the total number of shares of the Company’s
Common Stock in respect of which the Company made an Excess Warrant Share
Payment (as defined in Section 1(c)(ix)) in lieu of an issuance of
Common Stock in connection with any prior partial exercise, subject to
appropriate adjustment to reflect any stock split, stock dividend, reverse
stock split or other corporate action that resulted in an increase or decrease
in the number of such shares in respect of which the Company made an Excess
Warrant Share Payment.  For the avoidance
of doubt, it is the Registered Holder and the Company’s intent that if, prior
to the Fixed Calculation Date, this Warrant is fully exercised such that no
additional Warrant Shares are issuable hereunder (such date, the “Final Exercise
Date”), the sum of (a) the Warrant Shares received by the Registered
Holder upon such final exercise, (b) the total number of shares of the
Company’s Common Stock previously issued in connection with all prior partial
exercises of this Warrant, subject to appropriate adjustment to reflect any
stock split, stock dividend, reverse stock split or other corporate action that
resulted in an increase or decrease in the number of such shares previously
issued in connection with prior partial exercises of this Warrant, and (c) the
number of shares of the Company’s Common Stock in respect of which the Company
made Excess Warrant Share Payments, subject to appropriate adjustment to
reflect any stock split, stock dividend, reverse stock split or other corporate
action that resulted in an increase or decrease in the number of such shares in
respect of which the Company made Excess Warrant Share Payments (such sum, the “Deemed
Issued Amount”) shall be equal to 25% of the Company’s outstanding Common
Stock on a fully diluted basis (including, for the avoidance of doubt, shares
of Common Stock issuable upon the exercise of this Warrant and any other
Dilutive Rights held by the Registered Holder) (i.e., on the Final Exercise
Date and after giving effect to the issuance of Warrant Shares at the Final
Exercise Date, if the Registered Holder continued to hold all the Warrant
Shares it received upon prior partial exercises and did not receive any Excess
Warrant Share Payment, the Warrant Shares owned by the Registered Holder shall
represent 25% of the Company’s outstanding Common Stock on a fully diluted
basis (including, for the avoidance of doubt, shares of Common Stock issuable
upon the exercise of this Warrant and any other Dilutive Rights held by the
Registered Holder).  It is understood and
agreed that, in order for the Registered Holder to receive the full benefit of
this Warrant, the number of Warrant Shares actually issued to the Registered
Holder may ultimately be in excess of 
25% of the Company’s outstanding Common Stock, on a fully diluted basis,
as of the date of this Warrant.


 


(ii)                                  On
and following the Fixed Calculation Date, the number of shares issuable upon
exercise of this Warrant shall be equal to (i) 25% of the Company’s
outstanding Common Stock on a fully diluted basis (including, for the avoidance
of doubt, shares of Common Stock issuable upon the exercise of this Warrant and
any other Dilutive Rights held by the Registered Holder) on the Fixed
Calculation Date, less (ii) the total number of shares of the Company’s
Common Stock previously issued in connection 


 


2

















 


with all prior
partial exercises of this Warrant, subject to appropriate adjustment to reflect
any stock split, stock dividend, reverse stock split or other corporate action
that resulted in an increase or decrease in the number of such shares
previously issued in connection with prior partial exercises of this Warrant,
less (iii) the total number of shares of the Company’s Common Stock in
respect of which the Company made an Excess Warrant Share Payment (as defined
in Section 1(c)(ix)) in lieu of an issuance of Common Stock in
connection with any prior partial exercise, subject to appropriate adjustment
to reflect any stock split, stock dividend, reverse stock split or other
corporate action that resulted in an increase or decrease in the number of such
shares in respect of which the Company made an Excess Warrant Share Payment.


 


(iii)                               Exhibit I
provides examples of how the number of Warrant Shares shall be calculated
pursuant to Sections 1(a)(i) and 1(a)(ii) above.


 


(b)                               Exercise
Period.  The Registered Holder may
exercise, in whole or in part (but not as to a fractional share of Common
Stock), the purchase rights represented by this Warrant at any time and from
time to time after the Date of Issuance to and including February 4, 2019
(the “Exercise Period”).  The
Company shall give the Registered Holder written notice of the expiration of
the Exercise Period at least 30 days but not more than 90 days prior to the end
of the Exercise Period.


 


(c)                                Exercise
Procedure.


 


(i)                                     This
Warrant shall be deemed to have been exercised when the Company has received
all of the following items (the “Exercise Time”):


 


(A)                              a
completed Exercise Agreement, as described in Section 1(c) below,
executed by the Registered Holder;


 


(B)                                this
Warrant;


 


(C)                                if
this Warrant is not registered in the name of the Registered Holder, an
Assignment or Assignments in the form set forth in Exhibit III
hereto evidencing the assignment of this Warrant to the Registered Holder; and


 


(D)                               either
(1) a check payable to the Company in an amount equal to the product of a
price per share of $0.01 (such price per share, as adjusted from time to time
in accordance with the provisions of this Warrant, the “Exercise Price”)
multiplied by the number of Warrant Shares being purchased upon such exercise
(the “Aggregate Exercise Price”), (2) the surrender to the Company
of debt or equity securities of the Company or any of its wholly owned
Subsidiaries having a Market Price equal to the Aggregate Exercise Price of the
Warrant Shares being purchased upon such exercise (provided that for purposes
of this subsection, the Market Price of any note or other debt security or any
preferred stock shall be deemed to be equal to the aggregate outstanding
principal amount or liquidation value thereof plus all accrued and unpaid


 


3

















 


interest thereon
or accrued or declared and unpaid dividends thereon) or (3) a written
notice to the Company that the Purchaser is exercising the Warrant (or a
portion thereof) by authorizing the Company to withhold from issuance a number
of Warrant Shares which when multiplied by the Market Price of the Common Stock
is equal to the Aggregate Exercise Price (and such withheld shares shall no
longer be issuable under this Warrant).


 


(ii)                                  Certificates
for Warrant Shares shall be delivered by the Company to the Registered Holder
within five (5) business days after the date of the Exercise Time.  Unless this Warrant has expired or all of the
purchase rights represented hereby have been exercised, the Company shall
prepare a new Warrant, substantially identical hereto, representing the rights
formerly represented by this Warrant which have not expired or been exercised
and shall, within such five-day period, deliver such new Warrant to the Person
designated for delivery in the Exercise Agreement.


 


(iii)                               The
Common Stock issuable upon the exercise of this Warrant shall be deemed to have
been issued to the Registered Holder at the Exercise Time, and the Registered
Holder shall be deemed for all purposes to have become the record holder of
such Common Stock at the Exercise Time.


 


(iv)                              The
issuance of certificates for Warrant Shares shall be made without charge to the
Registered Holder for any issuance tax in respect thereof or other cost
incurred by the Company in connection with such exercise and the related
issuance of Warrant Shares.  Each share
of Common Stock issuable upon exercise of this Warrant shall, upon payment of
the Exercise Price therefor, be fully paid and nonassessable and free from all
liens and charges with respect to the issuance thereof.


 


(v)                                 The
Company shall not close its books against the transfer of this Warrant or of
any Warrant Shares in any manner which interferes with the timely exercise of
this Warrant.


 


(vi)                              The
Company shall assist and cooperate with any Registered Holder required to make
any governmental filings or obtain any governmental approvals prior to or in
connection with any exercise of this Warrant (including, without limitation,
making any filings required to be made by the Company).


 


(vii)                           Notwithstanding
any other provision hereof, if an exercise of any portion of this Warrant is to
be made in connection with a registered public offering or the sale of the
Company, the exercise of any portion of this Warrant may, at the election of
the holder hereof, be conditioned upon the consummation of the public offering
or sale of the Company in which case such exercise shall not be deemed to be
effective until immediately prior to the consummation of such transaction.


 


(viii)                        The
Company shall at all times reserve and keep available out of its authorized but
unissued shares of Common Stock solely for the purpose of issuance upon the
exercise of the Warrant, such number of shares of Common Stock equal to the 


 


4

















 


number of Warrant
Shares.  All Warrant Shares shall, when
issued, be duly and validly issued, fully paid and nonassessable and free from
all taxes, liens and charges.  The
Company shall take all such actions as may be necessary to assure that all
Warrant Shares may be so issued without violation of any applicable law or
governmental regulation or, except as set forth below in Section 1(c)(ix),
any requirements of any United States national securities exchange upon which
shares of Common Stock may be listed (except for official notice of issuance
which shall be immediately delivered by the Company upon each such issuance).  The Company shall from time to time take all
such action as may be necessary to assure that the par value of the unissued
Warrant Shares is at all times equal to or less than the Exercise Price.  The Company shall not take any action which
would cause the number of authorized but unissued shares of Common Stock to be
less than the number of Warrant Shares.


 


(ix)                                If
the Company decides to list any class of its capital stock on any United States
national securities exchange, it shall list such stock on an exchange whose rules and
regulations will not require the affirmative vote of the stockholders of the
Company in connection with the issuance of the Warrant Shares pursuant to any
full exercise of this Warrant, unless such affirmative vote is obtained prior
to the listing of such stock on such exchange. 
If, and only if, no United States national securities exchange meets the
foregoing requirement, the Company may list its capital stock on a national
securities exchange whose rules and regulations require obtaining the
affirmative vote of the stockholders of the Company in connection with the
issuance of the Warrant Shares pursuant to any full exercise of this Warrant, provided,
that prior to such listing, the Company shall provide the Registered Holder
with forty-five (45) days’ advance notice. 
If, after complying with the foregoing, the applicable rules and
regulations of any United States national securities exchange upon which any
class of capital stock of the Company is, or shall be, listed at the time of
any exercise of this Warrant would require obtaining the affirmative vote of
the stockholders of the Company in connection with the issuance of the Warrant
Shares, then (i) the Company shall promptly (and without delay) use its
best efforts to obtain stockholder approval to allow for the issuance of the
Warrant Shares which have not previously been issued in connection with a prior
partial exercise of this Warrant (such approval, the “Warrant Approval”),
and (ii) if, prior to any partial or full exercise of this Warrant the
Warrant Approval has not been received, the Company shall issue such maximum
number of Warrant Shares as it may issue without seeking such stockholder
approval but shall not issue the number of Warrant Shares in excess of such
maximum amount (such excess, the “Excess Warrant Shares”) and the
Company shall pay in cash to the Registered Holder within five (5) business
days of the date of such exercise a sum equal to the product of (i) the
Market Price per share of Common Stock of the Company on the date on which the
Registered Holder notified the Company of its election to make such exercise
less the Exercise Price per Warrant Share, times (ii) the number of Excess
Warrant Shares (such payment, the “Excess Warrant Share Payment”).  In the event that at any time any further
action is necessary or desirable to ensure that any Excess Warrant Share
Payment is not necessary in connection with the full exercise of this Warrant,
the Company will cooperate with the Registered Holder and take such further action
as the Registered Holder reasonably may request.


 


5

















 


(d)                                 Exercise
Agreement.  Upon any exercise of this
Warrant, the Exercise Agreement shall be substantially in the form set forth in
Exhibit II hereto, except that if the Warrant Shares are not to be
issued in the name of the Person in whose name this Warrant is registered, the
Exercise Agreement shall also state the name of the Person to whom the
certificates for the Warrant Shares are to be issued, and if the number of
Warrant Shares to be issued does not include all the Warrant Shares purchasable
hereunder, it shall also state the name of the Person to whom a new Warrant for
the unexercised portion of the rights hereunder is to be delivered.  Such Exercise Agreement shall be dated the
actual date of execution thereof.


 


(e)                                  Fractional
Shares.  If a fractional share of
Common Stock would, but for the provisions of Section 1(a), be
issuable upon exercise of the rights represented by this Warrant, the Company
shall, within five (5) business days after the date of the Exercise Time,
deliver to the Registered Holder a check payable to the Registered Holder in
lieu of such fractional share in an amount equal to the difference between the
Market Price of such fractional share as of the date of the Exercise Time and
the Exercise Price of such fractional share.


 


2.                                       Dilution
Protection.


 


(a)                                  Record
Date.  If the Company takes a record
of the holders of Common Stock for the purpose of entitling them (i) to
receive a dividend or other distribution payable in Common Stock, options or in
convertible securities or (ii) to subscribe for or purchase Common Stock,
options or convertible securities, then such record date shall be deemed to be
the date of the issue or sale of the shares of Common Stock deemed to have been
issued or sold upon the declaration of such dividend or the making of such
other distribution or the date of the granting of such right of subscription or
purchase, as the case may be.


 


(b)                                 Subdivision
of Combination of Common Stock.  If
the Company at any time subdivides (by any stock split, stock dividend,
recapitalization or otherwise) one or more classes of its outstanding shares of
Common Stock into a greater number of shares, the Exercise Price in effect immediately
prior to such subdivision shall be proportionately reduced, and if the Company
at any time combines (by reverse stock split or otherwise) one or more classes
of its outstanding shares of Common Stock into a smaller number of shares, the
Exercise Price in effect immediately prior to such combination shall be
proportionately increased.


 


(c)                                  Reorganization,
Reclassification, Consolidation, Merger or Sale.  Any recapitalization, reorganization,
reclassification, consolidation, merger, sale of all or substantially all of
the Company’s assets or other transaction, in each case which is effected in
such a way that the holders of Common Stock are entitled to receive (either
directly or upon subsequent liquidation) stock, securities or assets with
respect to or in exchange for Common Stock is referred to herein as “Organic
Change.”  Prior to the consummation
of any Organic Change, the Company shall make appropriate provision (in form
and substance satisfactory to the Registered Holder) to insure that the Registered
Holder shall thereafter have the right to acquire and receive, in lieu of or in
addition to (as the case may be) the Warrant Shares immediately theretofore
acquirable and receivable Warrant Shares, such shares of stock, securities or
assets as would have been issued or payable in such Organic Change (if the
holder had exercised this Warrant immediately prior to such Organic Change)
with respect to or in exchange for the number of Warrant Shares immediately
theretofore acquirable and receivable had such Organic Change not 


 


6

















 


taken place.  In any such case, the Company shall make
appropriate provision (in form and substance satisfactory to the Registered
Holder) with respect to such holders’ rights and interests to insure that the
provisions of this Section 2 and Sections 3 and 4
hereof shall thereafter be applicable to the Warrant (including, in the case of
any such consolidation, merger or sale in which the successor entity or
purchasing entity is other than the Company, an immediate adjustment in the
amount of Warrant Shares acquirable and receivable based on the relative value
of the Common Stock and the common stock of the successor entity or purchasing
entity).  The Company shall not effect
any such consolidation, merger or sale, unless prior to the consummation
thereof, the successor entity (if other than the Company) resulting from
consolidation or merger or the entity purchasing such assets assumes by written
instrument (in form and substance satisfactory to the Registered Holder), the
obligation to deliver to each such holder such shares of stock, securities or
assets as, in accordance with the foregoing provisions, such holder may be
entitled to acquire.


 


(d)                                 Certain
Events.  If any event occurs of the
type contemplated by the provisions of this Section 2 but not
expressly provided for by such provisions or definition (including, without
limitation, the granting of stock appreciation rights, phantom stock rights or
other rights with equity features), then the Company’s board of directors shall
make an appropriate adjustment (in form and substance satisfactory to the
Registered Holder) in the number of Warrant Shares so as to protect the rights
of the holders of the Warrant; provided, that no such adjustment shall
decrease the number of Warrant Shares obtainable as otherwise determined
pursuant to this Warrant.


 


(e)                                  Notices.


 


(i)                                     The
Company shall give written notice to the Registered Holder at least 30 days
prior to the date on which the Company closes its books or takes a record (A) with
respect to any dividend or distribution upon the Common Stock, (B) with
respect to any pro rata subscription offer to
holders of Common Stock or (C) for determining rights to vote with respect
to any Organic Change, dissolution or liquidation.


 


(ii)                                  The
Company shall give written notice to the Registered Holder at least 30 days
prior to the date on which any Organic Change, dissolution or liquidation shall
take place.


 


3.                                       Dividends.  If the Company declares or pays a dividend
upon the Common Stock (whether payable in cash, evidence of its indebtedness,
assets or otherwise, but excluding a Liquidating Dividend as defined in Section 4
below and excluding a stock dividend payable in shares of Common Stock) (a “Dividend”),
then the Company shall pay to the Registered Holder of this Warrant (or any
Person designated by the Registered Holder) at the time of payment thereof the
Dividend which would have been paid to such Registered Holder on the Common
Stock had this Warrant been fully exercised immediately prior to the date on
which a record is taken for such Dividend, or, if no record is taken, the date
as of which the record holders of Common Stock entitled to such dividends are
to be determined; provided that if the Dividends consist of voting securities,
the Company shall make available to the Registered Holder of this Warrant, at
such holder’s request, Dividends consisting of non-voting securities (except as



 


7

















 


otherwise required by law)
which are otherwise identical to the Dividends consisting of voting securities
and which non-voting securities are convertible into such voting securities.


 


4.                                       Liquidating
Dividends.  If the Company declares
or pays a dividend upon the Common Stock payable otherwise than in cash out of
earnings or earned surplus (determined in accordance with generally accepted
accounting principles, consistently applied) except for a stock dividend
payable in shares of Common Stock (a “Liquidating Dividend”), then the
Company shall pay to the Registered Holder of this Warrant (or any Person
designated by the Registered Holder) at the time of payment thereof the
Liquidating Dividend which would have been paid to such Registered Holder on
the Common Stock had this Warrant been fully exercised immediately prior to the
date on which a record is taken for such Liquidating Dividend, or, if no record
is taken, the date as of which the record holders of Common Stock entitled to
such dividends are to be determined; provided that if the Liquidating Dividends
consist of voting securities, the Company shall make available to the
Registered Holder of this Warrant, at such holder’s request, Liquidating
Dividends consisting of non-voting securities (except as otherwise required by
law) which are otherwise identical to the Liquidating Dividends consisting of
voting securities and which non-voting securities are convertible into such
voting securities.


 


5.                                       Information
Rights.  Whether or not the
Registered Holder is a lender to the Company at such time, concurrently with
the delivery thereof to the Company’s or any of its Subsidiaries’ lender(s),
the Company shall deliver to the Registered Holder a copy of all financial and
other information reports furnished to such lender(s).


 


6.                                       Current
Public Information.  The Company
covenants that it will use commercially reasonable efforts to timely file all
reports and other documents required to be filed by it under the Securities Act
of 1933, as amended (the “Securities Act”), and the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated by the
Securities and Exchange Commission (the “Commission”) thereunder (or, if
the Company is not required to file such reports, it will, upon the request of
the Registered Holder, make publicly available such information as necessary,
in the opinion of counsel to the Company, to permit sales pursuant to Rule 144
or Regulation S under the Securities Act), and it will use commercially
reasonable efforts to take such further action as the Registered Holder may
reasonably request, in each case to the extent required from time to time to
enable the Registered Holder to sell this Warrant without registration under
the Securities Act, including within the limitation of the exemptions provided
by (A) Rule 144 or Regulation S under the Securities Act, as such rules may
be amended from time to time or (B) any successor rule or regulation
hereafter adopted by the Commission. 
Upon the written request of the Registered Holder, the Company will
deliver to the Registered Holder a written statement that it has complied with
such requirements.


 


7.                                       Definitions.  The following terms have the meanings set
forth below:


 


“Common Stock” means the Company’s Common
Stock, par value $0.01 per share, and any capital stock of any class of the
Company hereafter authorized which is not limited to a fixed sum or percentage
of par or stated value in respect to the rights of the holders thereof to
participate in dividends or in the distribution of assets upon any liquidation,
dissolution or winding up of the Company; provided that with respect to the
shares of Common


 


8

















 


Stock issuable upon the
exercise of this Warrant, “Common Stock” means the Company’s Common Stock, par
value $0.01 per share.


 


“Dilutive Rights” means options, warrants or
other rights to subscribe for or purchase Common Stock of the Company, to the
extent the exercise price for the foregoing on the applicable date is equal to
or less than the Market Price of the Company’s Common Stock.


 


“fully diluted basis” means the total number of
shares of Common Stock that are issued and outstanding on the applicable date
plus the total number of shares of Common Stock issuable as of such date upon
exercise of any Dilutive Rights, including this Warrant and any other Dilutive
Rights held by the Investor Parties.


 


“Market Price” means as to any security the
average of the closing prices of such security’s sales on all domestic
securities exchanges on which such security may at the time be listed, or, if
there have been no sales on any such exchange on any day, the average of the
highest bid and lowest asked prices on all such exchanges at the end of such
day, or, if on any day such security is not so listed, the average of the
representative bid and asked prices quoted in the NASDAQ System as of 4:00 P.M.,
New York time, on such day, or, if on any day such security is not quoted in
the NASDAQ System, the average of the highest bid and lowest asked prices on such
day in the domestic over-the-counter market as reported by the National
Quotation Bureau, Incorporated, or any similar successor organization, in each
such case averaged over a period of 21 days consisting of the day as of which “Market
Price” is being determined and the 20 consecutive business days prior to such
day; provided that if such security is listed on any domestic securities
exchange the term “business days” as used in this sentence means business days
on which such exchange is open for trading. 
If at any time such security is not listed on any domestic securities
exchange or quoted in the NASDAQ System or the domestic over-the-counter
market, the “Market Price” shall be the fair value thereof determined jointly
by the Company and the Registered Holder of the Warrant; provided that if such
parties are unable to reach agreement within a reasonable period of time, such
fair value shall be determined by an appraiser jointly selected by the Company
and the Registered Holder.  The
determination of such appraiser shall be final and binding on the Company and
the Registered Holder of the Warrant, and the fees and expenses of such
appraiser shall be paid by the Company.


 


“Person” means an individual, a partnership, a
joint venture, a corporation, a limited liability company, a trust, an
unincorporated organization and a government or any department or agency
thereof.


 


“Subsidiary”
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 that Person or one or more of the other Subsidiaries
of that 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 that Person or a combination thereof. 
For purposes hereof,


 


9
















 


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.


 


8.             No Voting Rights; Limitations of
Liability.  This Warrant shall not
entitle the holder hereof to any voting rights or other rights as a stockholder
of the Company.   No provision hereof, in the absence of
affirmative action by the Registered Holder to purchase Common Stock, and no
enumeration herein of the rights or privileges of the Registered Holder shall
give rise to any liability of such holder for the Exercise Price of Common
Stock acquirable by exercise hereof or as a stockholder of the Company.


 


9.             No
Impairment.  The Company shall not by
any action, including through any amendment to its certificate of
incorporation, through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of
this Warrant or any other agreement between the Company and the Registered
Holder in place from time to time, but will at all times in good faith assist
in carrying out all such actions as may be reasonably necessary or appropriate
to protect the rights of the Registered Holder against impairment.


 


10.           Warrant Transferable.  Subject to the transfer conditions referred
to in the legend endorsed hereon, this Warrant and all rights hereunder are
transferable, in whole or in part, without charge to the Registered Holder,
upon surrender of this Warrant with a properly executed Assignment (in the form
of Exhibit III hereto) at the principal office of the Company.


 


11.           Warrant Exchangeable for Different
Denominations.  This Warrant is
exchangeable, upon the surrender hereof by the Registered Holder at the
principal office of the Company, for new Warrants of like tenor representing in
the aggregate the purchase rights hereunder, and each of such new Warrants
shall represent such portion of such rights as is designated by the Registered
Holder at the time of such surrender.  At
the Registered Holder’s request, any such new Warrant may be exercisable for
non-voting Common Stock, provided that such new Warrant shall otherwise be
identical to this Warrant (except as to the amount of purchase rights, if such
new Warrant represents only a portion of the purchase rights hereunder).  The date the Company initially issues this
Warrant shall be deemed to be the “Date of Issuance” hereof regardless of the
number of times new certificates representing the unexpired and unexercised
rights formerly represented by this Warrants shall be issued.  All Warrants representing portions of the
rights hereunder are referred to herein as the “Warrant.”


 


12.           Replacement.  Upon receipt of evidence reasonably
satisfactory to the Company (an affidavit of the Registered Holder shall be
satisfactory) of the ownership and the loss, theft, destruction or mutilation
of any certificate evidencing this Warrant, and in the case of any such loss,
theft or destruction, upon receipt of indemnity reasonably satisfactory to the
Company (provided that if the holder is a financial institution or other
institutional investor its own agreement shall be satisfactory), or, in the case
of any such mutilation upon surrender of such certificate, the Company shall
(at its expense) execute and deliver in lieu of such certificate a new
certificate of like kind representing the same rights represented by such lost,
stolen, 


 


10

















 


destroyed or mutilated certificate and dated the date of such lost,
stolen, destroyed or mutilated certificate.


 


13.           Notices.  All notices, demands and 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 (i) when
personally delivered, sent by telecopy (with hard copy to follow); (ii) one
day after sent by reputable overnight express courier (charges prepaid); or (iii) five (5) days
following mailing by certified or registered mail, postage prepaid and return
receipt requested.  For purposes
of this Warrant, the address for the Company shall be its principal executive
offices and the address for the Registered Holder shall be as set forth on Exhibit IV
attached hereto.  Any party may change its
address (or facsimile number) by notice to each of the other parties in
accordance with this Section 13.


 


14.           Amendment and Waiver.  Except as otherwise provided herein, the provisions
of the Warrant may be amended and the Company may take any action herein
prohibited, or omit to perform any act herein required to be performed by it,
only if the Company has obtained the written consent of the Registered Holder.


 


15.           Governing
Law.  This Warrant shall be governed
by, and construed and enforced in accordance with, the laws of the State of
Delaware, without giving effect to principles of conflicts of law or choice of
law that would compel the application of the substantive laws of any other
jurisdiction.


 


16.           WAIVER
OF TRIAL BY JURY.  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 WARRANT 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.


 


17.           Interpretation.  The headings contained in this Warrant are
for reference purposes only and are not part of this Warrant.


 


*      *     
*      *


 


11

















 


IN WITNESS WHEREOF, the Company has caused this
Warrant to be signed and attested by its duly authorized officers and to be
dated the Date of Issuance hereof.


 


 


	
   

  	
   

  	
  ACCURIDE CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By 

  	
        
  /s/ William M. Lasky

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its President and Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
        
  /s/ David  K. Armstrong

  	
   

  	
   

  
	
  Secretary

  	
   

  	
   

  



 


Signature Page to Investor Stock Warrant


 

















 


EXHIBIT I


 


See attached.


 

















 


EXHIBIT II


 


EXERCISE
AGREEMENT


 


	
  To: Accuride Corporation

  	
  Dated:

  



 


The undersigned, pursuant to the provisions set forth
in the attached Warrant (Certificate No. W-        ),
hereby agrees to subscribe for the purchase of
             shares
of the Common Stock covered by such Warrant and makes payment herewith in full
therefor at the price per share provided by such Warrant.


 


	
   

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address

  	
   

  
				



 


EXHIBIT III


 


ASSIGNMENT


 


FOR VALUE RECEIVED,
                                                          
hereby sells, assigns and transfers all of the rights of the undersigned under
the attached Warrant (Certificate No. W-          )
with respect to the number of shares of the Common Stock covered thereby set
forth below, unto:


 


	
  Names
  of Assignee

  	
   

  	
  Address

  	
   

  	
  No. of Shares

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Dated:

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Witness

  	
   

  



 

















 


EXHIBIT IV


 


Address of
Registered Holder:


 


Sun Accuride Debt Investments, LLC


5200 Town Center Circle, Suite 600


Boca Raton, Florida 
33486


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


Telecopy No.:  (561)
394-0540


 


and


 


Sun Accuride Debt Investments, LLC


11111 Santa Monica Blvd., Suite 1050


Los Angeles, California 90025


Attention:  Michael J.
Satzberg


Telecopy
No.:  (310) 473-1119


 


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


Telecopy
No.:  (312) 861-2200