Registration Rights Agreement

Exhibit 10.2


REGISTRATION RIGHTS AGREEMENT


by and between


ACCURIDE CORPORATION


as Issuer and


HUBCAP ACQUISITION L.L.C.


as Investors


Dated as of January 21, 1998


REGISTRATION RIGHTS AGREEMENT


This Registration Rights Agreement (the "Agreement") is made and entered into as of January 21, 1998, by and among Accuride Corporation, a Delaware corporation (the "Issuer"), and Hubcap Acquisition L.L.C., a Delaware limited liability company ("Hubcap").


This Agreement is made pursuant to that certain Stock Subscription and Redemption Agreement, dated as of November 17, 1997, by and among the Issuer, Hubcap and Phelps Dodge Corporation (the "Stock Subscription Agreement"). In order to induce the Investors to consummate the transactions contemplated by the Stock Subscription Agreement, the Issuer has agreed to provide the registration rights set forth in this Agreement.


In consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows:


1. DEFINITIONS


As used in this Agreement, the following capitalized terms shall have the following meanings:


AFFILIATE: With respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person.


BOARD: The Board of Directors of the Issuer.


COMMON STOCK: The Common Stock, par value $0.01 per share, of the Issuer.


DEMAND-NOTICE: see Section 3(a) hereof.


DEMAND REGISTRATION: A registration pursuant to Section 3(a) hereof.


EXCHANGE ACT: The Securities Exchange Act of 1934, as amended from time to time.


HOLDER: Any party hereto (other than the Issuer) and any holder of Registrable Securities who agrees in writing to be bound by the provisions of this Agreement.


INVESTORS: Hubcap and any of its Affiliates which hold Registrable Securities, collectively.


NASD: National Association of Securities Dealers, Inc.


PERSON: An individual, partnership, limited liability company, joint venture, corporation, trust or unincorporated organization, a government or any department, agency or political subdivision thereof or other entity.


PIGGYBACK NOTICE: See Section 4(a) hereof.


PIGGYBACK REGISTRATION: A registration pursuant to Section 4 hereof.


PROSPECTUS: The prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus.


REGISTRABLE SECURITIES: All shares of Common Stock issuable on the date hereof to the Investors pursuant to the Stock Subscription Agreement and any securities of the Issuer which may be issued or distributed with respect to, or in exchange or substitution for, or conversion of, such Common Stock and such other securities pursuant to a stock dividend, stock split or other distribution, merger, consolidation, recapitalization or reclassification or otherwise; PROVIDED, HOWEVER, that any Registrable Securities shall cease to be Registrable Securities when (i) a Registration Statement with respect to the sale of such Registrable Securities has been declared effective under the Securities Act and such Registrable Securities have been disposed of in accordance with the plan of distribution set forth in such Registration Statement, (ii) such Registrable Securities are distributed pursuant to Rule 144 (or any similar provision then in force) under the Securities Act or (iii) such Registrable Securities shall have been otherwise transferred to a Person other than an Investor and new certificates for them not bearing a legend restricting further transfer under the Securities Act shall have been delivered by the Issuer; and PROVIDED, FURTHER, that any securities that have ceased to be Registrable Securities cannot thereafter become Registrable Securities and any security that is issued or distributed in respect of securities that have ceased to be Registrable Securities is not a Registrable Security.


REGISTRATION: A Demand Registration or a Piggyback Registration.


REGISTRATION EXPENSES: See Section 7 hereof.


REGISTRATION STATEMENT: Any registration statement of the Issuer which covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statement.


SEC: The Securities and Exchange Commission.


SECURITIES ACT: The Securities Act of 1933, as amended from time to time.


UNDERWRITTEN REGISTRATION or UNDERWRITTEN OFFERING: A sale of securities of the Issuer to an underwriter for reoffering to the public.


2. SECURITIES SUBJECT TO THIS AGREEMENT


(a) REGISTRABLE SECURITIES. The securities entitled to the benefits of this Agreement are the Registrable Securities.


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(b) HOLDERS OF REGISTRABLE SECURITIES. A Person is deemed to be a Holder of Registrable Securities whenever such Person owns Registrable Securities or has the right to acquire such Registrable Securities, whether or not such acquisition has actually been affected and disregarding any legal restrictions upon the exercise of such right.


3. DEMAND REGISTRATION


(a) RIGHT TO DEMAND; DEMAND NOTICES. Subject to the provisions of this Section 3 at any time and from time to time commencing 30 days after the date hereof, the Investors may make a written request to the Issuer for registration under and in accordance with the provisions of the Securities Act of all or part of the Registrable Securities. Promptly upon receipt of any such request (but in no event more than five business days thereafter), the Issuer will serve written notice (the "Demand Notice") of such registration request to all Holders, and the Issuer will include in such registration all Registrable Securities of any Holder with respect to which the Issuer has received written requests for inclusion therein within 10 days after the Demand Notice has been given to the applicable Holders. All requests made pursuant to this Section 3 will specify the aggregate amount of Registrable Securities to be registered and will also specify the intended methods of disposition thereof.


(b) ISSUER'S RIGHT TO DEFER REGISTRATION. If the Issuer is requested to effect a Demand Registration and the Issuer furnishes to the Investors requesting such registration a copy of a resolution of the Board certified by the secretary of the Issuer stating that in the good faith judgment of the Board it would be adverse to the Issuer and its securityholders for such registration statement to be filed on or before the date such filing would otherwise be required hereunder, the Issuer shall have the right to defer such filing for a period of not more than 90 days after receipt of the request for such registration from such Investors. If the Issuer shall so postpone the filing of a registration statement and if the Investors within 30 days after receipt of the notice of postponement advise the Issuer in writing that such Investors have determined to withdraw such request for registration, then such Demand Registration shall be deemed to be withdrawn and such request shall be deemed not to have been exercised for purposes of determining whether the Holders included in such Demand Registration are required to pay their PRO RATA portion of the Registration Expenses pursuant to Section 3(d) hereof.


(c) REGISTRATION STATEMENT FORM. Registrations under this Section 3 shall be on such appropriate registration form of the SEC (i) as shall be selected by the Issuer and as shall be reasonably acceptable to the Investors and (ii) as shall permit the disposition of such Registrable Securities in accordance with the intended method or methods of disposition specified in the Investors' request for such registration. If, in connection with any registration under this Section 3 which is proposed by the Issuer to be on Form S-3 or any successor form to such Form, the managing underwriter, if any, shall advise the Issuer in writing that in its opinion the use of another permitted form is of material importance to the success of the offering, then such registration shall be on such other permitted form.


(d) EXPENSES. The Issuer will pay all Registration Expenses in connection with the first six (6) Demand Registrations of Registrable Securities pursuant to this Section 3


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upon the written request of the Investors. All expenses for any subsequent Demand Registrations of Registrable Securities pursuant to this Section 3 shall be paid PRO RATA by the Issuer and all other Persons (including the Holders) participating in such Demand Registration on the basis of the relative number of shares of Common Stock of each such Person included in such registration.


(e) EFFECTIVE REGISTRATION STATEMENT. The Issuer shall be deemed to have effected a Demand Registration if (i) the Registration Statement relating to such Demand Registration is declared effective by the SEC; PROVIDED, HOWEVER, that no Demand Registration shall be deemed to have been effected if (x) such registration, after it has become effective, is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court by reason of an act or omission by the Issuer or (y) the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied because of an act or omission by the Issuer (other than a failure of the Issuer or any of its representatives to execute or deliver any closing certificate by reason of facts or circumstances not within the control of the Issuer or such representatives) or (ii) at any time after the Investors request a Demand Registration and prior to the effectiveness of the Registration Statement, the preparation of such Registration Statement is discontinued or such Registration Statement is withdrawn or abandoned at the request of the Investors unless such Investors have elected to pay and have paid to the Issuer in full the Registration Expenses in connection with such Registration Statement.


(e) PRIORITY ON DEMAND REGISTRATIONS. If the managing underwriter or agent of a Demand Registration (or, in the case of a Demand Registration not being underwritten, any of the Investors), advises the Issuer in writing that in its opinion the number of securities requested to be included in such Demand Registration exceeds the number which can be sold in the offering covered by such Demand Registration without a significant adverse effect on the price, timing or distribution of the securities offered, the Issuer will include in such registration only the number of securities that, in the opinion of such underwriter or agent (or any of the Investors, as the case may be), can be sold without a significant adverse effect on the price, timing or distribution of the securities offered, selected PRO RATA among the Holders which have requested to be included in such Demand Registration based upon the relative aggregate amount of gross proceeds to be received by such Holders in such offering to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such underwriters or agent (or any of the Investors, as the case may be).


The Issuer and other holders of securities of the Issuer may include such securities in such Registration if, but only if, such underwriter or agent (or any of the Investors, as the case may be) concludes that such inclusion will not interfere with the successful marketing of all the Registrable Securities requested to be included in such registration.


(g) SELECTION OF UNDERWRITERS. If any offering pursuant to a Demand Registration involves an Underwritten Offering, the Holders of a majority of the Registrable Securities included in such Demand Registration shall have the right to select the managing


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underwriter or underwriters to administer the offering, which managing underwriters shall a firm of nationally recognized standing and reasonably satisfactory to the Issuer.


4. PIGGYBACK REGISTRATIONS


(a) PARTICIPATION. Subject to Sections 4(b) and 10 hereof, if at any time after the date hereof the Issuer files a Registration Statement (other than a registration on Form S-4 or S-8 or any successor form to such Forms or any registration of securities as it relates to an offering and sale to management of the Issuer pursuant to any employee stock plan or other employee benefit plan arrangement) with respect to an offering that includes any shares of Common Stock, then the Issuer shall give prompt notice (the "Initial Notice") to the Investors and the Investors shall be entitled to include in such Registration Statement the Registrable Securities held by them. If the Investors elect to include any or all of their Registrable Securities in such Registration Statement, then the Issuer shall give prompt notice (the "Piggyback Notice") to each Holder (excluding the Investors) and each such Holder shall be entitled to include in such Registration Statement the Registrable Securities held by it. The Initial Notice and Piggyback Notice shall offer the Investors and the Holders, respectively, the opportunity to register such number of shares of Registrable Securities as each Investor and each Holder may request and shall set forth (i) the anticipated filing date of such Registration Statement and (ii) the number of shares of Common Stock that is proposed to be included in such Registration Statement. The Issuer shall include in such Registration Statement such shares of Registrable Securities for which it has received written requests to register such shares within 15 days after the Initial Notice and 7 days after the Piggyback Notice has been given.


(b) UNDERWRITER'S CUTBACK. Notwithstanding the foregoing, if a Registration pursuant to this Section 4 involves an Underwritten Offering and the managing underwriter or underwriters of such proposed Underwritten Offering delivers an opinion to the Holders that the total or kind of securities which such Holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price, timing or distribution of the securities offered in such offering, then the Issuer shall include in such Registration (i) first, 100% of the securities the Issuer, or the Person initiating such Registration, proposes to sell, and (ii) second, to the extent of the amount of securities which all other Holders have requested to be included in such Registration, which, in the opinion of the managing underwriter or underwriters, can be sold without such adverse effect referred to above, such amount to be allocated PRO RATA among all other Holders based upon the relative aggregate amount of gross proceeds to be received by any other Holders in the offering.


(c) EXPENSES. The Issuer will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 4.


(d) ISSUER CONTROL. The Issuer may decline to file a Registration Statement after giving the Initial Notice or the Piggyback Notice, or withdraw a Registration Statement after filing and after such Piggyback Notice, but prior to the effectiveness of the Registration Statement, provided that the Issuer shall promptly notify each Holder in writing of any such


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action and provided further that the Issuer shall bear all reasonable expenses incurred by such Holder or otherwise in connection with such withdrawn Registration Statement.


(e) NO EFFECT ON DEMAND REGISTRATIONS. No registration effected under this Section 4 shall be deemed to have been effected pursuant to Section 3 hereof or shall relieve the Issuer of its obligation to effect any registration upon request under Section 3 hereof.


5. HOLD-BACK AGREEMENTS


(a) RESTRICTIONS ON PUBLIC SALE BY HOLDER OF REGISTRABLE SECURITIES. Each Holder whose Registrable Securities are covered by a Registration Statement filed pursuant to Sections 3 and 4 hereof agrees, if requested by the managing underwriters in an Underwritten Offering, not to effect any public sale or distribution of securities of the Issuer the same as or similar to those being registered, or any securities convertible into or exchangeable or exercisable for such securities, in such Registration Statement, including a sale pursuant to Rule 144 under the Securities Act (except as part of such Underwritten Registration), during the 7-day period prior to, and during the 90-day period (or such longer period of up to 180 days as may be required by such underwriter) beginning on, the effective date of any Registration Statement in which such Holders are participating (except as part of such Registration) or the commencement of the public distribution of securities, to the extent timely notified in writing by the Issuer or the managing underwriters.


(b) RESTRICTIONS ON PUBLIC SALE BY THE ISSUER AND OTHERS. The Issuer agrees not to effect any public sale or distribution of any securities the same as or similar to those being registered by the Issuer, or any securities convertible into or exchangeable or exercisable for such securities, during the 7-day period prior to, and during the 90-day period (or such longer period of up to 180 days as may be required by such underwriter) beginning with, the effective date of a Registration Statement filed under Sections 3 and 4 hereof or the commencement of the public distribution of securities to the extent timely notified in writing by a Holder or the managing underwriters (except as part of such registration, if permitted, or pursuant to registrations on Forms S-4 or S-8 or any successor form to such Forms or any registration of securities for offering and sale to management of the Issuer pursuant to any employee stock plan or other employee benefit plan arrangement). The Issuer agrees to use reasonable efforts to obtain from each holder of its securities the same as or similar to those being registered by the Issuer, or any securities convertible into or exchangeable or exercisable for any of such securities, an agreement not to effect any public sale or distribution of such securities (other than securities purchased in a p ...