Exhibit 4.7
ASSIGNMENT AND AMENDMENT OF STOCKHOLDERS' AGREEMENT
This Assignment and Amendment of Stockholders' Agreement, dated as of
September 30, 1998 (the "Assignment") is made among Phelps Dodge Corporation, a
New York corporation ("Phelps Dodge"), Accuride Corporation, a Delaware
corporation ("Accuride"), Hubcap L.L.C., a Delaware limited liability company
("Hubcap") and RSTW Partners, III, L.P., a Delaware limited partnership
("RSTW").
WHEREAS, Phelps Dodge, Accuride and Hubcap are parties to the
Stockholders' Agreement, dated as of January 21, 1998 (the "Stockholders'
Agreement"). Capitalized terms used herein and not defined herein, shall have
the meaning assigned to them in the Stockholders' Agreement if defined therein.
WHEREAS, Phelps Dodge is the owner of 2,400 shares of common stock, par
value $.01 per share (the "Shares"), of Accuride.
WHEREAS, Phelps Dodge and RSTW have entered into a Share Purchase
Agreement, dated as of September 30, 1998, pursuant to which Phelps Dodge will
sell the Shares to RSTW for $12,800,000 in cash, a copy of which is attached
hereto as Exhibit A.
NOW THEREFORE, in consideration of these premises, and other valuable
consideration the receipt of which is acknowledged, the parties hereby agree as
follows:
1. Assignment and Assumption.
Phelps Dodge hereby transfers, conveys, assigns and delivers to RSTW,
and RSTW hereby assumes, all of Phelps Dodge's rights, duties and
obligations under the Stockholders' Agreement, except that RSTW does
not assume and shall not be liable for any obligation of Phelps Dodge
under the Stockholders' Agreement which arose out of or relate to
events or circumstances which occurred or existed prior to the date of
this Assignment or any other obligations of Phelps Dodge, which
obligations and liabilities shall continue to be the obligations and
liabilities of Phelps Dodge. Upon execution of this Assignment, RSTW
shall become a party to the Stockholders' Agreement as a Phelps Holder,
and agrees to be bound by, and to comply fully with, the provisions of
the Stockholders' Agreement as a Phelps Holder.
2. Acknowledgments.
Accuride represents and warrants that (i) Exhibit B is a true and
correct copy of Accuride's declination to accept the offer of Phelps
Dodge set forth in its letter of August 18, 1998. and (ii) the number
of authorized shares of capital stock of Accuride on the date of this
Assignment is 50,000, of which 45,000 shares are common stock, of which
24,704 were outstanding as of June 30, 1998, and 5,000 shares are
preferred stock, none of which are outstanding as of such date. No
shares of common stock have been issued since June 30, 1998 other than
in connection with Accuride's 1998 Employee Stock Purchase and Option
Plan.
RSTW represents and warrants that it is not engaged, directly or
indirectly, in the manufacture, sale or distribution , and does not
own, manage or control, directly or indirectly, any Person which
engages in the manufacture, sale or distribution of rims, and wheels
for vehicles anywhere.
3. Notices.
The parties agree that after the date hereof, all notices to be sent to
a Phelps Holder shall be sent in care of:
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RSTW Partners III, L.P.
Rice Sangalis Toole & Wilson
5847 San Felipe, Suite 4350
Houston, Texas 77057
Facsimile: (713) 783-9750
Attention: Robert Q. Berlin
with a copy to:
Patton Boggs LLP
2200 Ross Avenue, Suite 200
Dallas, Texas 75201
Facsimile: (214) 871-2688
Attention: James C. Chadwick
4. Miscellaneous.
This Assignment shall become effective upon it being executed by all of
the parties hereto and upon consummation of the sale of the Shares
pursuant to the Share Purchase Agreement. Upon effectiveness of this
Assignment, Phelps Dodge shall no longer be a party to the
Stockholders' Agreement, and shall have no liability for performance
after the effectiveness of this Assignment of any provisions thereof or
obligations thereunder. The Stockholders' Agreement shall remain in
full force and effect, and is not amended or modified except as
expressly set forth herein.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
ACCURIDE CORPORATION,
a Delaware corporation
By: /s/ John R. Murphy
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HUBCAP ACQUISITION, L.L.C.
a Delaware limited liability company
By: /s/ James H. Greene, Jr.
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PHELPS DODGE CORPORATION
a New York Corporation
By: /s/ Thomas St. Clair
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RSTW PARTNERS III, L.P.
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a Delaware limited partnership
By: RSTW Management, L.P.
its general partner
By: Rice Mezzanine Corporation,
its general partner
By: /s/ Jeffrey Alan Toole
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