S-1/A

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As filed with the Securities and Exchange Commission on February 23, 2005

Registration No. 333-121944

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Amendment No. 1
To
Form S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Accuride Corporation
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 3714
(Primary Standard Industrial
Classification Code Number) 61-1109077
(I.R.S. Employer
Identification No.)

7140 Office Circle
Evansville, Indiana 47715
Telephone: (812) 962-5000
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

John R. Murphy
Chief Financial Officer
Accuride Corporation
7140 Office Circle
Evansville, Indiana 47715
Telephone: (812) 962-5000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Christopher D. Lueking, Esq.
Mark V. Roeder, Esq.
Latham & Watkins LLP
Sears Tower, Suite 5800
233 South Wacker Drive
Chicago, Illinois 60606
Telephone: (312) 876-7700
Facsimile: (312) 993-9767 Risë B. Norman, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017-3954
Telephone: (212) 455-2000
Facsimile: (212) 455-2502

        Approximate date of commencement of proposed sale to the public:    As soon as practicable after the effective date of this registration statement.

        If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. o

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o                        

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o                        

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o                        

        If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Proposed maximum offering price(1)	Amount of registration fee(2)
Common stock, par value $0.01 per share	$290,000,000.00	$34,133.00

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. See "Underwriting."

(2)

Previously paid.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED FEBRUARY 23, 2005

PROSPECTUS

                  Shares

Common Stock

        We are offering                        shares of our common stock in this initial public offering. The selling stockholders named in this prospectus are offering an additional                         shares. We will not receive any proceeds from the sale of shares by the selling stockholders. We and the selling stockholders have granted the underwriters a 30-day option to purchase up to                        additional shares of common stock at the public offering price less the underwriting discount to cover over-allotments.

        No public market currently exists for our common stock. We intend to apply for listing of our common stock on the New York Stock Exchange under the symbol "ACW." We currently estimate that the initial public offering price will be between $            and $            per share.

        Investing in our common stock involves risks. See "Risk Factors" beginning on page 15.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

	Per Share	Total
Public offering price	$	$
Underwriting discount	$	$
Proceeds to Accuride Corporation (before expenses)	$	$
Proceeds to selling stockholders (before expenses)	$	$

        The underwriters expect to deliver the shares to purchasers on or about                        , 2005.

Citigroup

Deutsche Bank Securities

UBS Investment Bank

                        , 2005

TABLE OF CONTENTS

	Page
Prospectus Summary	1
Risk Factors	15
Special Note Regarding Forward-Looking Statements	30
TTI Merger	31
Use of Proceeds	32
Dividend Policy	32
Capitalization	33
Dilution	34
Pro Forma Consolidated Financial Data	36
Selected Historical Consolidated Financial and Other Data of Accuride	46
Management's Discussion and Analysis of Financial Condition and Results of Operations	49
Industry	65
Business	71
Management	87
Principal Stockholders and Selling Stockholders	100
Certain Relationships and Related Party Transactions	105
Description of Certain Indebtedness	108
Description of Capital Stock	113
Shares Eligible for Future Sale	117
Material U.S. Federal Income and Estate Tax Consequences for Non-U.S. Holders	119
Underwriting	123
Notice to Canadian Residents	126
Legal Matters	128
Experts	128
Where You Can Find Additional Information	128
Index to Financial Statements of Accuride Corporation	F-1
Index to Financial Statements of Transportation Technologies Industries, Inc.	F-34

PROSPECTUS SUMMARY

The following summary contains basic information about this offering. It likely does not contain all of the information that is important to you. For a more complete understanding of this offering, we encourage you to read this entire prospectus and the documents to which we have referred you. The following summary should be read in conjunction with the more detailed information and financial statements (including the notes to the financial statements) appearing elsewhere in this prospectus. For a discussion of certain factors to be considered in connection with an investment decision, see "Risk Factors."

        Unless otherwise indicated or the context otherwise requires, the terms "Company," "we," "us," "our" and "Accuride" refer to Accuride Corporation and its subsidiaries after giving effect to the acquisition of Transportation Technologies Industries, Inc. as described on page 7, which we refer to as the "TTI merger." "TTI" refers to Transportation Technologies Industries, Inc. and its subsidiaries. When we describe historical Accuride financial information on a "pro forma" basis, we are giving effect to the TTI merger, the sale of our new senior subordinated notes and the borrowings described on page 7, which we refer to collectively as the "Transactions," and when we describe Accuride financial information on a "pro forma as adjusted" basis, we are giving effect to the Transactions, this offering and the use of proceeds thereof as described under "Use of Proceeds."

Our Company

        We are one of the largest and most diversified manufacturers and suppliers of commercial vehicle components in North America. Our products include commercial vehicle wheels, wheel-end components and assemblies, truck body and chassis parts, seating assemblies and other commercial vehicle components. We market our products under some of the most recognized brand names in the industry, including Accuride, Gunite, Imperial, Bostrom, Fabco and Brillion. We believe that we have number one or number two market positions in steel wheels, forged aluminum wheels, brake drums, disc wheel hubs, spoke wheels, metal grills, metal bumpers, crown assemblies, chrome plating and polishing, seating assemblies and fuel tanks in commercial vehicles. We serve the leading original equipment manufacturers, or OEMs, and their related aftermarket channels in most major segments of the commercial vehicle market, including heavy- and medium-duty trucks, commercial trailers, light trucks, buses, as well as specialty and military vehicles. For the year ended December 31, 2004, we generated pro forma net sales of $1,082.3 million.

        Our primary product lines are standard equipment used by virtually all North American heavy- and medium-duty truck OEMs, creating a significant barrier to entry. We believe that substantially all heavy-duty truck models manufactured in North America contain one or more Accuride components. For the year ended December 31, 2004, we sold approximately 59% of our products to heavy- and medium-duty truck and commercial trailer OEMs and approximately 22% to the related aftermarkets. The remainder of our sales were made to customers in the light truck, specialty and military vehicle and other industrial markets. Over the last three fiscal years, our pro forma aftermarket sales have grown at an annualized rate of 10.6%. We believe that continued growth in the aftermarket represents an attractive diversification to our original equipment business due to its relative stability and higher margins.

        Our diversified customer base includes substantially all of the leading commercial vehicle OEMs, such as Freightliner Corporation, with its Freightliner, Sterling and Western Star brand trucks, PACCAR, Inc., with its Peterbilt and Kenworth brand trucks, International Truck and Engine Corporation, with its International brand trucks, and Volvo Truck Corporation, or Volvo/Mack, with its Volvo and Mack brand trucks. Our primary commercial trailer customers include leading commercial trailer OEMs, such as Great Dane Limited Partnership and Wabash National, Inc. Major light truck customers include Ford Motor Company and General Motors Corporation. Our product portfolio is

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supported by strong sales, marketing and design engineering capabilities and is manufactured in 17 strategically located, technologically-advanced facilities across the United States, Mexico and Canada.

Our Products

        The following table provides a summary of our key products and brands:

Product Category	2004 Pro Forma Net Sales		% of Total Sales		Principal Product Lines	Brands
	(dollars in millions)
Commercial vehicle steel wheels	$	243.3	22.5	%	Steel wheels for heavy- and medium-duty vehicles	Accuride
Commercial vehicle aluminum wheels	$	143.1	13.2	%	Forged aluminum wheels for heavy- and medium-duty vehicles	Accuride
Wheel-end components and assemblies	$	261.6	24.2	%	Brake drums, disc wheel hubs, spoke wheels, disc brake rotors and automatic slack adjusters	Gunite
Truck body and chassis parts	$	123.6	11.4	%	Bumpers, fuel tanks, bus components and chassis assemblies, battery boxes and toolboxes, front-end crossmembers, muffler assemblies, crown assemblies and components	Imperial
Light truck wheels	$	106.8	9.9	%	Steel wheels for light-duty trucks	Accuride
Seating assemblies	$	61.7	5.7	%	Air suspension and static seating assemblies: high-back, mid-back, low-back, three-man and two-man bench seats, school bus, transit bus and mechanical seats	Bostrom
Other components	$	142.2	13.1	%	Accuride: military and specialty wheels Fabco: steerable drive axles and gear boxes Brillion: flywheels, transmission and engine-related housing, chassis brackets and non-powered farm equipment	Accuride, Fabco and Brillion
Total	$	1,082.3	100.0	%

Our Industry

        We compete in the North American commercial vehicle components industry and serve the heavy-duty, or Class 8, truck market, the medium-duty, or Class 5-7, truck market, the commercial trailer market, the light, or Class 3-4, truck market, the bus market, as well as the specialty and military vehicle markets. We sell our products primarily to truck and commercial trailer OEMs and the related aftermarkets. Heavy- and medium-duty trucks are used for local and long-haul commercial trucking and are classified by gross vehicle weight. The heavy-duty truck market is comprised of trucks with gross weight in excess of 33,000 lbs. and the medium-duty truck market is comprised of trucks with gross

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weight from 16,001 lbs. to 33,000 lbs. Demand for our products is driven by demand for these vehicles, which is itself driven largely by the following key factors:

•

The Economic Cycle.  Growth in the commercial vehicle industry tends to grow in-line with the broader economy. As a result, the trucking industry generally correlates with economic indicators, including gross domestic product, and industrial production indicators, such as the Industrial Production Index.



•

Freight Growth.  Freight growth, which is driven both by economic expansion and a shift in share from other modes of transportation (i.e., rail, pipeline, etc.), leads to an increased need for commercial vehicles. According to the American Trucking Association, or ATA, truck freight has increased market share at the expense of both rail and water freight, increasing from 63.3% of the overall market in 1998 to 68.9% in 2003. We believe that this trend will continue due to the flexibility and on-time delivery record of trucking vis-à-vis other modes of transporting goods.



•

The Replacement Cycle.  Another key industry driver is the finite lives of commercial vehicles. Most leading national freight companies replace their vehicles every three to five years. According to America's Commercial Transportation Publications, or ACT, at the end of 2003, the average age of existing heavy-duty truck fleets reached a ten-year high of 5.9 years, relative to the ten-year average of 5.5 years. Historically, vehicle demand increases as trucking fleets revert to a normal age level for their vehicles.

        According to ACT, North American heavy-duty truck production is expected to increase from 176,774 units in 2003 to 350,914 units in 2008, a compound annual growth rate of 14.7%. Evidence of the initiation of this trend can be seen in North American heavy-duty truck orders in 2004. Monthly truck order rates began increasing significantly in December 2003 and continued at a strong pace in 2004. North American year-over-year heavy-duty net truck orders increased 90% from 2003 to 2004. Since 2003, all of the major OEMs have increased their truck build rates to meet the increased demand. The medium-duty market, which tends to be less cyclical than the heavy-duty market, also improved in 2004; production is expected to increase from 194,027 units in 2003 to 287,226 units in 2008. Similar to heavy-duty trucks, there was robust demand for commercial trailers in 2004; commercial trailer sales are expected to increase from 183,162 units in 2003 to 346,009 units in 2008.

        The heavy- and medium-duty commercial vehicle components aftermarket is characterized by steady sales and higher margins than the OEM market. Demand in the aftermarket is primarily driven by the number of trucks in operation and the number of miles driven. We believe that the growth and stability of the aftermarket correlates with the number of tonmiles (the number of miles driven multiplied by the number of tons transported) driven in the overall trucking industry, which is expected to increase steadily through 2008.

Our Competitive Strengths

        We believe that the following competitive strengths contribute to our strong market positions and will enable us to continue to improve our profitability and cash flows:

•

Leading Market Positions.  We are among North America's largest companies serving the heavy-duty and medium-duty OEMs and related aftermarkets, supplying a broad range of commercial vehicle components. We have leading market positions in heavy-duty steel wheels, in which we believe we have approximately an 87% market share (an increase from approximately a 77% market share in 1998), and in heavy-duty aluminum wheels, in which we believe we have approximately a 48% market share (an increase from approximately a 24% market share in 1998). The TTI merger gives us market leadership positions across a broader spectrum of truck components, including approximately a 54% market share in brake drums and approximately a

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36% market share in disc wheel hubs. Based on internal market data, we believe that we have a number one or number two market position with respect to the following products:

Market Position in Key Products

Product Line	Brand	Rank
Steel Wheels	Accuride	#1
Brake Drums	Gunite	#1
Disc Wheel Hubs	Gunite	#1
Spoke Wheels	Gunite	#1
Metal Grill and Crown Assemblies	Imperial	#1
Chrome Plating and Polishing	Imperial	#1
Forged Aluminum Wheels	Accuride	#2
Metal Bumpers	Imperial	#2
Fuel Tanks	Imperial	#2
Seating Assemblies	Bostrom	#2

•

Significant and Increasing Profitability through Operational Excellence.  Over the past three years, we have significantly reduced our overall cost structure by rationalizing facilities, investing in increased automation and developing proprietary manufacturing processes. Additionally, our management team has aggressively implemented a management system and organization-wide culture focused on continuous operational improvement. This ongoing program is designed to improve productivity, increase both quality and customer satisfaction and lower our cost base. Furthermore, the TTI merger provides the opportunity to create meaningful synergies in terms of rationalizing existing costs.



•

Diversified Business.  We believe that our product portfolio is one of the broadest in the North American commercial vehicle parts industry and provides us with a competitive advantage because it allows us to meet more of our customers' demands as they increasingly outsource production and seek to streamline their supplier base. The following table describes our approximate 2004 pro forma net sales by product, end market and customer:

2004 Pro Forma Net Sales Breakdown

By Product	By End Market	By Customer

Source: Management estimates.

•

Strong, Long-Term Customer Relationships.  We have successfully developed strong relationships with all of the primary North American commercial vehicle OEMs by offering a broad range of high quality products through targeted sales and marketing efforts. Our strong customer

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relationships are reflected in the fact that for over ten years our products have been standard equipment at virtually all North American heavy- and medium-duty truck OEMs. Combining TTI's product lines with Accuride's allows our customers to acquire a greater number of critical components from a single source.

•

Significant and Growing Aftermarket Presence.  The aftermarket represents a stable, recurring and higher margin portion of our business. Over the last three fiscal years, our pro forma aftermarket sales have grown at an annualized rate of 10.6%. We believe that our increased penetration is a direct result of our focus on the aftermarket and that the TTI merger will provide us with a broader aftermarket distribution network to reach more customers.



•

Significant Barriers to Entry.  Our businesses have considerable barriers to entry, including the following: (1) significant capital investment and research and development requirements, (2) stringent OEM technical and manufacturing requirements, (3) high switching costs for OEMs to shift production to new suppliers, (4) just-in-time delivery requirements to meet OEM volume demand, (5) strong name-brand recognition and (6) significant shipping costs and unique North American design requirements limiting imports.



•

State-of-the-Art Manufacturing Facilities.  Since 1999, we have invested over $200 million to expand, improve and optimize our facilities, including the wide use of robotics and increased automation. Our state-of-the-art facilities have available capacity to meet projected demand for the vast majority of our products, and are strategically located within relative proximity of many of our customers.



•

Proven Management Team.  With an average of over 25 years of experience in heavy manufacturing and the commercial vehicle market, our management team is highly experienced and well respected in the industry. The expertise and strength of our management team has resulted in tangible successes, despite a recent industry downturn, in increasing market share and margins, rationalizing costs, managing working capital and developing our strong market presence and reputation as an industry leader.

Our Strategy

        We believe that our strong competitive position, in combination with the cost reduction initiatives that we have implemented over the last five years, will enable us to benefit significantly from the anticipated growth in the North American truck market. We are committed to enhancing our sales, profitability and cash flows through the following strategies:

•

Focus on Operational Excellence and Efficiency.  We believe that we have a highly competitive cost structure compared with our competitors. We have maintained our gross profit margin over the past several years despite an industry-wide downturn in heavy-duty truck builds from 2000 through 2003. Improvements in efficiencies have increased our manufacturing capacity, positioning us more favorably than in the past to meet the projected growth in North American demand for trucks. To reduce our exposure to raw material cost increases, we have implemented a combination of price increases and surcharges.



•

Enhance Market Position through Organic Growth and Revenue Synergies.  We have a multi-pronged growth strategy that includes initiatives to continue to increase market share, add new products and increase customer penetration. In addition, as a result of the TTI merger and our increased product offerings, we believe that there is an opportunity to cross-sell the products offered under each of our brand names and increase our market position in complementary heavy- and medium-duty truck components.



•

Realize Cost Synergies from TTI Merger.  The combination of Accuride and TTI provides the opportunity to create substantial synergies in terms of rationalizing existing costs, eliminating

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redundant corporate overhead expenses and reducing other costs through the consolidation of corporate functions. We intend to build on the success of our past cost improvement initiatives to further improve margins.

•

Increase Products under Standard Supplier Arrangements.  Many of our components are designated as "standard" equipment for a majority of truck platforms at each of Freightliner, PACCAR International and Volvo/Mack. We believe that we have significant opportunities to increase the number of platforms on which we are the standard supplier as well as the number of products for which we are the sole-source supplier.



•

Build Upon Our Market Leading Product Portfolio.  As a result of the TTI merger, we believe that we have a market-leading portfolio of products targeting the commercial vehicle market. We intend to continue strengthening and expanding our product portfolio through both internal product development efforts and through select acquisitions of strategic products, where strategically and financially prudent.



•

Expand Truck Aftermarket Penetration.  Our success in growing our aftermarket business has led to a large installed base for our products and increased use of our replacement parts. We believe that our aftermarket opportunities will be somewhat insulated from any fluctuation in new truck production due to the record number of trucks produced in the past decade and our leading OEM market share positions.



•

Reduce Indebtedness and Leverage. We currently anticipate reducing our indebtedness and taking steps to reduce our leverage by applying a significant portion of our net proceeds from this offering to repay certain of our outstanding indebtedness. We may also apply a portion of excess cash flow in future periods towards debt reduction in order to further reduce our leverage and increase our financial flexibility.

Risks Related to Our Business

        Our business is subject to certain risks, many of which are beyond our control, including our dependence on a small number of major customers, exposure to fluctuations in the cost of raw materials and the cyclical nature of the industries and markets that we serve. Our ability to execute our business strategy is also subject to certain risks, many of which are beyond our control. These risks include those generally associated with being a manufacturer and supplier of commercial vehicle components in North America. For example, we may not be successful in implementing our strategy if unforeseen factors emerge that diminish the expected growth in the North American truck market, we experience increased pressure on our profit margins or unforeseen competing technologies emerge. In addition, the integration of TTI and any other acquired companies may not be completed successfully or lead to expected synergies. Moreover, as of December 31, 2004, on a pro forma basis, we had an aggregate of $853.1 million of total outstanding debt and our pro forma ratio of earnings to fixed charges was 1.85x (earnings represent income before income taxes plus fixed charges. Fixed charges consists of interest expense, net, including amortization of discount and financing costs and 33% of our annual operating rental expense, which management believes is representative of the interest component of rent expense). This substantial level of indebtedness could increase our vulnerability to any future downturns in the commercial vehicle components market or the economy in general. As a result of these factors or other factors described in this prospectus under "Risk Factors", we may decide to alter or discontinue aspects of our business strategy and may adopt alternative or additional strategies. Any failure to successfully implement our business strategy could adversely affect our business, results of operations or financial condition. In addition, while we may successfully implement our business strategy, the benefits of these achievements may be mitigated in part or in whole if we suffer from one or more of these or other factors described in this prospectus.

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Corporate Information

        We are a Delaware corporation and the address of our principal executive office is 7140 Office Circle, Evansville, Indiana 47715. Our telephone number is (812) 962-5000. Our website address is www.accuridecorp.com. Information contained on our website is not part of this prospectus.

        All trademarks, trade names and service marks appearing in this prospectus are the property of their respective owners.

The TTI Merger and Related Transactions

        On January 31, 2005, pursuant to the terms of an agreement and plan of merger, a wholly owned subsidiary of Accuride was merged with and into TTI, resulting in TTI becoming a wholly owned subsidiary of Accuride, which we refer to as the TTI merger. Upon consummation of the TTI merger, the stockholders of Accuride prior to consummation of the TTI merger owned 66.88% of the common stock of the combined company and the former stockholders of TTI owned 33.12% of the common stock of the combined company, with up to an additional 1,933.17 shares of the common stock of the combined company issuable to the former stockholders of TTI upon the occurrence of certain events, provided that TTI has achieved certain performance goals.

        In connection with the TTI merger:

•

we sold $275.0 million in aggregate principal amount of our 8¹/2% senior subordinated notes due 2015, which we refer to as our new senior subordinated notes in a private placement transaction;



•

we entered into senior secured credit facilities, consisting of a $550.0 million term loan credit facility and a revolving credit facility in an aggregate principal amount of $125.0 million, which is comprised of a new $95.0 million U.S. revolving credit facility and the continuation of a $30.0 million Canadian revolving credit facility ($25.0 million of the Canadian revolving credit facility was funded as of January 31, 2005);



•

we discharged all of Accuride's outstanding 9¹/4% senior subordinated notes due 2008, including accrued interest and a redemption premium;



•

we discharged all of TTI's outstanding 12¹/2% senior subordinated notes due 2010, including accrued interest and a redemption premium;



•

we repaid substantially all existing senior secured indebtedness of Accuride and TTI, including accrued interest and redemption premiums; and



•

we paid approximately $39.2 million of transaction fees and expenses.

        We refer to the TTI merger, the sale of our new senior subordinated notes and the borrowings under our new senior credit facilities collectively as the Transactions.

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THE OFFERING

Common stock offered by us	shares
Common stock offered by the selling stockholders	shares
Over-allotment option	shares
Total common stock to be outstanding after this offering	shares
Use of proceeds	We estimate that the net proceeds to us from the offering, after deducting underwriting discounts and commissions and estimated offering expenses, will be approximately $            million. We estimate that our net proceeds will be approximately $            million if the underwriters exercise their over-allotment option in full. We intend to use the net proceeds of this offering for the repayment of outstanding indebtedness and for general corporate purposes. We will not receive any proceeds from sales of our common stock by the selling stockholders in the offering. The selling stockholders will receive all net proceeds from the sale of shares of our common stock by them under this prospectus. See "Use of Proceeds."
Dividend Policy	We do not anticipate paying any dividends on our common stock in the foreseeable future. See "Dividend Policy."
Proposed New York Stock Exchange symbol	ACW

        The calculation of shares of common stock to be outstanding after this offering is based on 40,211.91 shares of our common stock (    shares after giving effect to the                         split described below) outstanding on February 1, 2005 and assumes:

•

the underwriters do not exercise their over-allotment option;



•

the                        split of our common stock that will occur immediately prior to the consummation of this offering; and



•

the issuance of 1,933.17 shares upon the occurrence of certain events, and TTI's achievement of certain performance goals in connection with the TTI merger.

        The number of outstanding shares of common stock calculated above excludes 2,410.20 shares (                        shares after giving effect to the                        split) issuable upon exercise of currently outstanding options under the Accuride Corporation 1998 Stock Purchase and Option Plan and                        shares issuable upon the exercise of new options to be issued concurrently with consummation of the offering under our new Equity Incentive Plan (which number would be                        shares if the underwriters exercise their over-allotment option in full).

Risk Factors

        Investing in our common stock involves a number of material risks. For a discussion of certain risks that should be considered in connection with an investment in our common stock, see "Risk Factors."

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ABOUT THIS PROSPECTUS

        You should rely only on the information contained in this prospectus. We have not, the selling stockholders have not and the underwriters have not, authorized any other person to provide you with information different from that contained in this prospectus. If any person provides you with different or inconsistent information, you should not rely on it. We and the selling stockholders are offering to sell, and seeking offers to buy, the common stock only in jurisdictions where offers and sales are permitted.

        The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

MARKET AND INDUSTRY DATA

        This prospectus contains market and industry data, primarily from reports published by America's Commercial Transportation Publications, or ACT, the American Trucking Association, or ATA, and from internal company surveys, studies and research related to the truck components industry and its segments as well as the truck industry in general. These data include estimates and forecasts regarding future growth in these industries, truck freight growth and the historical average age of active U.S. heavy-duty trucks. Such data have been published in industry publications that typically indicate that they have derived the data from sources believed to be reasonable, but do not guarantee the accuracy or completeness of the data. While we believe these industry publications to be reliable, we have not independently verified the data or any of the assumptions on which the estimates and forecasts are based. Similarly, internal company surveys, studies and research, while believed by us to be reliable, have not been verified by any independent sources.

SUMMARY HISTORICAL AND PRO FORMA
CONSOLIDATED FINANCIAL AND OTHER DATA

        Set forth below is summary consolidated financial and other data of Accuride and TTI and pro forma financial and other data of Accuride at the dates and for the periods indicated. We derived the statements of operations data for the years ended December 31, 2000, 2001, 2002, 2003 and 2004 and consolidated balance sheet data as of December 31, 2000, 2001, 2002, 2003 and 2004, from Accuride's audited financial statements. The following information is only a summary and should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Pro Forma Consolidated Financial Data," "Selected Historical Consolidated Financial and Other Data of Accuride" and our consolidated audited financial statements and their notes included elsewhere in this prospectus, as well as other financial information included in this prospectus.

        The summary unaudited pro forma consolidated financial data for the year ended December 31, 2004 have been derived from our unaudited pro forma consolidated financial data for the year ended December 31, 2004 included elsewhere in this prospectus. The unaudited pro forma consolidated statement of operations data have been adjusted to give effect to the Transactions as if these events occurred on January 1, 2004. The unaudited pro forma consolidated balance sheet data have been adjusted to give effect to the Transactions as if these events occurred as of December 31, 2004. The summary unaudited pro forma consolidated financial data are for informational purposes only and does not purport to present what our results of operations and financial condition would have been had the

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Transactions actually occurred on these earlier dates, nor do they project our results of operations for any future period or our financial condition at any future date.

		Accuride Historical
																	Pro Forma(a)
		Year Ended December 31,
																	Year Ended December 31, 2004
		2000			2001			2002			2003			2004
																	(unaudited)
			(dollars in thousands, except per share data)
Statement of Operations Data:
Net sales		$	475,804		$	332,071		$	345,549		$	364,258		$	494,008		$	1,082,348
Cost of sales(b)			396,587			298,275			286,232			301,428			390,893			903,010
Gross profit(b)			79,217			33,796			59,317			62,830			103,115			179,338
Operating expenses			29,494			31,000			24,014			23,918			25,550			79,202
Income from operations(b)			49,723			2,796			35,303			38,912			77,565			100,136
Interest income (expense), net(c)			(36,230	)		(40,199	)		(42,017	)		(49,877	)		(36,845	)		(51,401	)
Equity in earning of affiliates(d)			455			250			182			485			646			646
Other income (expense), net(e)			(6,157	)		(9,837	)		1,430			825			108			108
Income tax (expense) benefit			(5,278	)		13,836			(5,839	)		930			(19,698	)		(27,887	)
Net income (loss)			2,513			(33,154	)		(10,941	)		(8,725	)		21,776			21,602
Earnings (Loss) Per Share Data:(f)
	Basic	$	101.35		$	(1,337.07	)	$	(441.24	)	$	(351.86	)	$	878		$	564
	Diluted		101.19			(1,337.07	)		(441.24	)		(351.86	)		845			544
Weighted average common shares outstanding:
	Basic		24,796			24,796			24,796			24,797			24,800			38,276
	Diluted		24,835			24,796			24,796			24,797			25,760			39,724
Balance Sheet Data (at year end):
Cash and cash equivalents		$	38,516		$	47,708		$	41,266		$	42,692		$	71,843		$	47,798
Working capital (deficit)(g)			12,977			7,364			21,712			35,845			37,744			82,295
Total assets			515,271			498,223			515,167			528,297			583,843			1,201,129
Total debt			448,886			476,550			474,155			490,475			488,680			853,100
Stockholders' equity (deficiency)			(29,200	)		(62,354	)		(53,249	)		(65,842	)		(44,572	)		26,119
Other Financial and Operating Data:
North American Class 8 heavy-duty truck production (units)			252,006			145,978			181,199			176,774			262,553			262,553
Net cash provided by (used in):
	Operating activities	$	66,343		$	1,359		$	15,307		$	7,964		$	58,329			N/A
	Investing activities		(51,688	)		(18,405	)		(19,766	)		(19,672	)		(27,272	)		N/A
	Financing activities		(8,632	)		26,238			(1,983	)		13,134			(1,906	)		N/A
	EBITDA(h)		74,012			26,625			65,128			70,026			106,757			148,577
	Unusual items (increasing) decreasing EBITDA(i)		15,333			14,353			3,421			2,061			(427	)		11,508
	Capital expenditures		50,420			17,705			19,316			20,261			26,421			35,496
Depreciation and amortization(j)			29,991			33,416			28,213			29,804			28,438			47,687

(a)

See "Pro Forma Consolidated Financial Data" on pages 36-45.

(b)

Gross profit for 2000 reflected $5.0 million of costs related to integration and restructuring charges at our Monterrey, Mexico facility and $0.2 million of costs related to restructuring charges related to our other facilities. Gross profit for 2001 reflected $2.7 million of charges related to the closure of the Columbia, Tennessee facility, $1.6 million of restructuring charges related to our other facilities and a $2.6 million charge for impaired assets at the Monterrey, Mexico facility. Gross profit for 2002 reflected $0.9 million of costs related to a reduction in employee workforce, $0.4 million of costs related to non-cash pension curtailment expenses associated with a labor dispute in the Henderson, Kentucky facility plus $1.1 million of costs related to the consolidation of light wheel production. Gross profit for 2003 reflected $2.2 million for costs associated with the fire damage and resulting business interruption sustained at our facility in Cuyahoga Falls, Ohio in August 2003 for which no insurance proceeds had been received, $0.4 million for strike contingency costs associated with the recent renewal of our labor contract at our facility in Erie, Pennsylvania and $0.3 million for pension related costs at our facility in London, Ontario. Gross profit for 2004 reflects $0.5 million for costs associated with the fire damage and resulting business interruption sustained at our facility in Cuyahoga Falls, Ohio in August 2003, $1.2 million for costs associated with roof damage and resulting business interruption sustained at our facility in Cuyahoga Falls, Ohio, offset by $2.0 million of insurance proceeds received in the fourth quarter of 2004 related to the business interruption portion of our 2003 fire claim.

10

(c)

Includes $11.3 million of refinancing costs during the year ended December 31, 2003. In 2000, $2.5 million related to a gain on extinguishment of debt resulting from the repurchase of $10.1 million principal amount of our senior subordinated notes for $7.3 million.

(d)

Includes our income from AOT, Inc., a joint venture in which we own a 50% interest.

(e)

Consists primarily of realized and unrealized gains and losses related to the change in market value of our currency, commodity and interest rate derivative instruments. See "Pro Forma Consolidated Financial Data" on pages 36-45.

(f)

Earnings per share are calculated by dividing net earnings by the weighted average shares outstanding. Unaudited pro forma basic and diluted earnings per share have been calculated in accordance with the SEC rules for initial public offerings. These rules require that the weighted average share calculation give retroactive effect to any changes in our capital structure as well as the number of shares whose sale proceeds will be used to repay any debt as reflected in the pro forma adjustments.

(g)

Represents current assets less cash and current liabilities, excluding debt.

(h)

EBITDA is not intended to represent cash flows as defined by generally accepted accounting principles, or GAAP, and should not be considered as an alternative to net income as an indicator of our operating performance or to cash flows as a measure of liquidity. We have included information concerning EBITDA because it is a basis upon which we assess our financial performance and incentive compensation, and certain covenants in our borrowing arrangements are tied to this measure. In addition, EBITDA is used by certain investors as a measure of the ability of a company to service or incur indebtedness and because it is a financial measure commonly used in our industry. EBITDA as presented in this prospectus may not be comparable to similarly titled measures used by other companies in our industry. EBITDA consists of our net income (loss) before interest expense, income tax (expense) benefit, depreciation and amortization. Set forth below is a reconciliation of our net income (loss) to EBITDA:

															Pro Forma(a)
		Year Ended December 31,
															Year Ended December 31, 2004
		2000		2001			2002			2003			2004
															(unaudited)
		(dollars in thousands)
Net income (loss)		$	2,513	$	(33,154	)	$	(10,941	)	$	(8,725	)	$	21,776	$	21,602
	Income tax expense (benefit)		5,278		(13,836	)		5,839			(930	)		19,698		27,887
	Interest expense		36,230		40,199			42,017			49,877			36,845		51,401
	Depreciation and amortization		29,991		33,416			28,213			29,804			28,438		47,687
EBITDA		$	74,012	$	26,625		$	65,128		$	70,026		$	106,757	$	148,577

(i)

Net income (loss) was affected by the unusual items presented in the following table:

														Pro Forma(a)
	Year Ended December 31,
														Year Ended December 31, 2004
	2000		2001		2002			2003			2004
														(unaudited)
	(dollars in thousands)
Selling, general and administrative expenses(1)														$	362
Net loss on disposition of property, plant and equipment(2)															2,203
Chief executive officer severance(3)															3,460
Transaction-related costs(4)															3,860
Restructuring and integration costs(5)	$	6,032	$	4,292	$	2,334
Aborted merger and acquisition costs(6)		3,147
Business interruption costs(7)								$	2,157		$	(319	)		(319	)
Strike avoidance costs(8)									444
Other unusual items(9)				224		2,517			285
Items related to Accuride's credit agreement(10)		6,154		9,837		(1,430	)		(825	)		(108	)		(108	)
Inventory adjustment(11)		—		—		—			—			—			2,050
Unusual items (increasing) decreasing EBITDA	$	15,333	$	14,353	$	3,421		$	2,061		$	(427	)	$	11,508

(1)

TTI's selling, general and administrative expenses in 2004 included $0.4 million related to professional fees for the 2001 audit performed in connection with TTI's proposed initial public offering.



(2)

In the quarter ended June 30, 2004, TTI entered into negotiations with a buyer for the sale of certain of its assets held for sale at its Erie, Pennsylvania location at a price below carrying value. To comply with the requirements of SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," TTI recorded an impairment loss of $2.2 million.

11

(3)

In August 2004, TTI recorded severance expense of $3.5 million in connection with the retirement of its former chief executive officer.



(4)

Transaction related costs include $2.9 million of TTI's expenses related to the aborted initial public offering in 2004, and $1.0 million of expenses related to the merger in 2004.



(5)

Restructuring and integration costs for 2000 included $5.4 million of restructuring and integration costs related to operations in Monterrey, Mexico and $0.6 million for restructuring costs in the United States. Restructuring and integration costs for 2001 include $2.7 million of charges related to the closure of the Columbia, Tennessee facility and $1.6 million of restructuring charges related to our other facilities. Restructuring and integration costs for 2002 included $1.2 million of costs related to a reduction in the employee workforce and $1.1 million of costs related to the consolidation of light wheel production.



(6)

In 2000, we incurred $3.1 million of costs related to aborted merger and acquisition activities.



(7)

Business interruption costs for 2003 included $2.2 million of cost associated with the fire damage and resulting business interruption sustained at our facility in Cuyahoga Falls, Ohio in August 2003. Business interruption costs for 2004 included $0.3 million for costs associated with the fire damage and resulting business interruption sustained at our facility in Cuyahoga Falls, Ohio in August 2003 and $0.5 million for costs associated with roof damage and resulting business interruption sustained at our facility in Cuyahoga Falls, Ohio. Business interruption costs for 2004 included $1.2 million for costs associated with roof damage and resulting business interruption sustained at Accuride's facility in Cuyahoga Falls, Ohio and $0.5 million of additional costs associated with the fire damage and resulting business interruption sustained at Accuride's facility in Cuyahoga Falls, Ohio in August 2003. These costs were offset by insurance proceeds in the amount of $2.0 million related to our business interruption claim for the 2003 fire.



(8)

In 2003, we incurred $0.4 million for strike contingency costs associated with the renewal of our labor contract at our facility in Erie, Pennsylvania.



(9)

Other unusual items in 2001 included $0.2 million of charges related to the amended and restated credit agreement entered into on July 27, 2001. Other unusual items in 2002 included $0.4 million of costs related to non-cash pension curtailment expenses associated with a labor dispute at our Henderson, Kentucky facility, $1.3 million one-time settlement fee paid to prior owner, $0.5 million of aborted business development costs and $0.4 million of other non-recurring professional fees related to a corporate restructuring at our Mexican subsidiary. Other unusual items in 2003 included $0.3 million for pension-related costs at our facility in London, Ontario.



(10)

Items related to our credit agreement refers to amounts utilized in the calculation of financial convenants in Accuride's senior debt facility. Items related to our credit agreement in 2000 consist of foreign currency losses of $6.2 million. Items related to our credit agreement in 2001 consisted of foreign currency losses of $6.2 million and other expense of $3.6 million. Items related to our credit agreement in 2002 consisted of foreign currency losses of $1.6 million and other income of $3.1 million. Items related to our credit agreement in 2003 consisted of foreign currency gains of $0.9 million and other expense of $0.1 million. Items related to our credit agreement for the year ended December 31, 2004 included currency losses and other income of $0.1 million.



(11)

Cost of sales on a pro forma basis included $2.1 million to reflect the sale of inventory that has been adjusted to fair market value as part of the TTI merger.

(j)

Effective January 1, 2002, Accuride adopted Statement of Financial Accounting Standard, or SFAS, No. 142, "Accounting for Goodwill and Other Intangible Assets." No goodwill amortization was recorded during the years ended December 31, 2002, 2003 and 2004.

12

		TTI Historical
		Year Ended December 31,
		2000(a)			2001			2002			2003			2004
		(dollars in thousands)
Statement of Operations Data:
Net sales		$	522,577		$	391,401		$	411,598		$	440,009		$	588,340
Cost of sales			438,876			330,873			340,103			368,931			512,624
Gross profit			83,701			60,528			71,495			71,078			75,716
Selling, general and administrative expenses			52,496			43,701			36,673			38,896			39,744
Other operating expenses (credits), net			643			19,573			—			(9,236	)		9,523
Income (loss) from operations			30,562			(2,746	)		34,822			41,418			26,449
Interest expense, net			42,582			45,640			42,306			40,362			31,928
Other (income) expense, net			29,918			(3,209	)		(92	)		(8,693	)		10,655
Income taxes expense (benefit)			(11,597	)		(15,151	)		(1,679	)		6,248			(1,229	)
Cumulative effect of accounting change, net of income taxes(b)			—			—			(3,794	)		—			—
Net income (loss) from continuing operations			(30,341	)		(30,026	)		(9,507	)		3,501			(14,905	)
Net income (loss) before preferred dividends			(30,341	)		(30,026	)		(9,507	)		3,501			(14,905	)
Preferred dividends			9,662			13,393			15,267			17,769			31,075
Net income (loss) available for common shareholders		$	(40,003	)	$	(43,419	)	$	(24,774	)	$	(14,268	)	$	(45,980	)
Balance Sheet Data (at year end):
Cash and cash equivalents		$	4,352		$	16,279		$	14,085		$	—		$	1,150
Working capital(c)			38,427			21,386			21,138			32,988			36,720
Total assets			519,562			463,649			450,543			450,744			476,847
Total debt			367,929			350,303			347,836			309,129			325,238
Stockholders' equity (deficiency)			14,496			(9,571	)		(25,375	)		19,769			2,000
Other Financial and Operating Data:
North American heavy-duty truck production (units)			252,006			145,978			181,199			176,774			262,553
Net cash provided by (used in):
	Operating activities	$	3,224		$	22,296		$	23,194		$	7,846		$	4,684
	Investing activities		(19,618	)		9,550			(10,242	)		(8,393	)		(9,075	)
	Financing activities		11,947			(19,919	)		(15,146	)		(13,538	)		5,541
EBITDA(d)			41,827			25,716			50,340			66,964			40,130
Unusual items (increasing) decreasing EBITDA(e)			19,115			16,165			—			(18,826	)		9,885
Capital expenditures			18,773			5,450			10,242			15,044			9,075
Depreciation and amortization			25,600			25,054			15,518			15,546			13,681

(a)

In March 2000, TTI was recapitalized in a transaction in which approximately 88% of the fully diluted shares of TTI's common stock was converted into the right to receive $21.50 per share in cash. In connection with this recapitalization, TTI entered into new debt financing arrangements.

(b)

During 2002, as a result of TTI's adoption of SFAS No. 142, TTI recorded a transitional goodwill impairment charge net of taxes of $3.8 million. See Note 5 to TTI's audited consolidated financial statements included elsewhere in this prospectus.

(c)

Represents current assets less cash and current liabilities, excluding debt.

(d)

EBITDA is a non-GAAP financial measure and is defined as net income (loss) before discontinued operations and the cumulative effect of accounting changes plus (1) depreciation and amortization, (2) interest expense, net of interest income, (3) loss on debt extinguishment and (4) income taxes. TTI relies on EBITDA as the primary measure to review and assess its operating performance and its management teams. Management and investors also review EBITDA to evaluate TTI's overall performance and to compare TTI's current operating results with corresponding periods and with other companies in the truck components industry. We believe that it is important and useful to investors to provide disclosure of TTI's operating results on the same basis as that used by TTI's management. TTI also believes that it can assist investors in comparing its performance to that of other companies on a consistent basis without regard to items that may not exist or do not directly affect its operating performance. You should not consider EBITDA in isolation or as a substitute for net income or cash flow from operations or other cash flow statement data determined in accordance with GAAP. In addition, because EBITDA is not a measure of financial performance under GAAP and is susceptible to varying calculations, the EBITDA measure presented here may differ from and may not be comparable to similarly titled measures used by other companies.

13

Set

forth below is a reconciliation of TTI's net income (loss) to EBITDA:

	Year Ended December 31,
	2000			2001			2002			2003		2004
	(dollars in thousands)
Net income (loss) before preferred dividends	$	(30,341	)	$	(30,026	)	$	(9,507	)	$	3,501	$	(14,905	)
Discounted operations, net of income taxes		—			—			—			—		—
Cumulative effect of accounting change, net of income taxes		—			—			3,794			—		—
Depreciation and amortization		25,600			25,054			15,518			15,546		13,681
Interest expense, net of interest income		42,137			45,043			42,214			39,866		31,928
Loss on debt extinguishment		16,028			796			—			1,803		10,655
Income tax expense (benefit)		(11,597	)		(15,151	)		(1,679	)		6,248		(1,229	)
EBITDA	$	41,827		$	25,716		$	50,340		$	66,964	$	40,130

(e)

TTI's net income (loss) was affected by the following unusual items:

		Year Ended December 31,
		2000		2001			2002		2003			2004
		(dollars in thousands)
Selling, general and administrative expenses (1)		$	4,137		—			—	$	410		$	362
Other operating expenses:
	Restructuring costs (2)		643		19,573			—		—			—
	Reduction in estimated environmental remediation liability (3)		—		—			—		(6,636	)		—
	Net (gain) loss on disposition of property, plant and equipment (4)		—		—			—		(2,600	)		2,203
	Severance of former chief executive officer (5)		—		—			—		—			3,460
Other (income) expense, net:
	Gain on sale of rail assets (6)		—		(5,000	)		—		(10,000	)		—
	Transaction-related costs (7)		14,335		1,592								3,860
Unusual items (increasing) decreasing EBITDA		$	19,115	$	16,165		$	—	$	(18,826	)	$	9,885

(1)

Selling, general and administrative expenses included $4.1 million of non-cash compensation in 2000 relating to the recapitalization of TTI (by way of a going-private transaction) in March of that year, $0.3 million for management bonuses related to the exchange of subordinated debt for preferred stock in December 2003 and $0.4 million in 2004, related to professional fees primarily for the 2001 audit performed in connection with TTI's proposed initial public offering.



(2)

In 2000, TTI recorded $0.6 million of restructuring costs related to the closure of its Fort Worth, Texas plating facility. In 2001, TTI recorded $19.6 million of restructuring costs, which included $18.9 million of non-cash fixed asset impairment charges and $0.7 million of employee separation expenses. The costs related primarily to the closure of TTI's Erie, Pennsylvania iron casting and machining operation.



(3)

In early 2003, TTI undertook a review, with assistance from third-party specialists, of its environmental exposures. The review indicated that there was a substantial reduction in TTI's probable exposure at identified sites due primarily to the inactive status or closure of many of the sites and consent decrees obtained at certain of the sites. Accordingly, TTI reduced its reserves relating to the sites by $6.6 million.



(4)

On October 30, 2003, TTI sold the real property of its Emeryville, California plant for $6.5 million and moved the operations into a leased facility in the area. The transaction resulted in a net gain of $3.7 million. This $3.7 million gain was offset by losses on dispositions of fixed assets of $1.1 million. In the quarter ended June 30, 2004, TTI entered into negotiations with a buyer for the sale of certain of its assets held for sale at its Erie, Pennsylvania location at a price below carrying value. To comply with the requirements of SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," TTI recorded an impairment loss of $2.2 million.



(5)

In August of 2004, TTI recorded severance expense of $3.5 million in connection with the retirement of its former chief executive officer.



(6)

TTI recorded gains from the sale of its residual ownership interest in its former rail car business of $5.0 million in 2001 and $10.0 million in 2003.



(7)

Transaction related costs include $14.3 million related to underwriting expenses in 2000, $1.6 million related to the issuance of $10.0 million in common stock and modification of TTI's borrowing agreements in 2001, $2.9 million of expenses related to the aborted initial public offering in 2004 and $1.0 million of expenses related to the TTI merger in 2004.

14

RISK FACTORS

You should carefully consider the following factors, in addition to other information included in this prospectus, before investing in our common stock. If any of these risks actually occurs, our business, financial condition or results of operations will likely suffer. In that event, the trading price of our common stock could decline, and you may lose all or part of your investment.

Risks Related to Our Business and Industry

We are dependent on sales to a small number of our major customers and on our status as standard supplier on certain truck platforms of each of our major customers.

        Sales, including aftermarket sales, to Freightliner, PACCAR, International and Volvo/Mack constituted approximately 16%, 15%, 15% and 10%, respectively, of our 2004 pro forma net sales. No other customer accounted for more than 8% of our pro forma net sales during this period. The loss of any significant portion of sales to any of our major customers could have a material adverse effect on our business, results of operations or financial condition.

        We are a standard supplier on a majority of truck platforms at each of our major customers, which results in recurring revenue as our standard components are installed on most trucks ordered from that platform, unless the end user specifically requests a different product, generally at an additional charge. The selection of one of our products as a standard component may also create a steady demand for that product in the aftermarket. We may not maintain our current standard supplier positions in the future, and may not become the standard supplier for additional truck platforms. The loss of a significant standard supplier position or a significant number of standard supplier positions with a major customer could have a material adverse effect on our business, results of operations or financial condition.

        We are continuing to engage in efforts intended to improve and expand our relations with each of Freightliner, PACCAR, International and Volvo/Mack. We have supported our position with these customers through direct and active contact with end users, trucking fleets and dealers, and have located certain of our sales personnel in offices near these customers and most of our other major customers. We cannot assure you that we will maintain or improve our customer relationships, whether these customers will continue to do business with us as they have in the past or whether we will be able to supply these customers or any of our other customers at current levels. The loss of a significant portion of our sales to Freightliner, PACCAR, International or Volvo/Mack could have a material adverse effect on our business, results of operations or financial condition. In addition, the delay or cancellation of material orders from, or problems at, Freightliner, PACCAR, International or Volvo/Mack or any of our other major customers could have a material adverse effect on our business, results of operations or financial condition.

Increased cost of raw materials and purchased components may adversely affect our business, results of operations or financial condition.

        Our business is subject to the risk of price increases and fluctuations and periodic delays in the delivery of raw materials and purchased components that are beyond our control. Our operations require substantial amounts of raw steel, aluminum, steel scrap, pig iron, electricity, coke, natural gas, sheet and formed steel, bearings, purchased components, fasteners, foam, fabrics, silicon sand, binders, sand additives, coated sand and tube steel. Fluctuations in the delivery of these materials may be driven by the supply/demand relationship for a material, factors particular to that material or governmental regulation for raw materials such as electricity and natural gas. In addition, if any of our suppliers seeks bankruptcy relief or otherwise cannot continue its business as anticipated or we cannot renew our supply contracts on favorable terms, the availability or price of raw materials could be adversely affected. Fluctuations in prices and/or availability of the raw materials or purchased components used

15

by us, which at times may be more pronounced during periods of higher truck builds, may affect our profitability and, as a result, have a material adverse effect on our business, results of operations or financial condition.

        We use substantial amounts of raw steel and aluminum to produce wheels and rims. Although raw steel is generally available from a number of sources, we have obtained favorable sourcing by negotiating and entering into high-volume contracts with third parties with terms ranging from one to three years. We obtain raw steel and aluminum from various third-party suppliers. We cannot assure you that we will be successful in renewing our supply contracts on favorable terms or at all. A substantial interruption in the supply of raw steel or aluminum or inability to obtain a supply of raw steel or aluminum on commercially desirable terms could have an adverse effect on our business, results of operations or financial condition. We are not always able, and may not be able in the future, to pass on increases in the price of raw steel or aluminum to our customers. In particular, when raw material prices increase rapidly or to significantly higher than normal levels, we may not be able to pass price increases through to our customers on a timely basis, if at all, which could adversely affect our operating margins and cash flow. Any fluctuations in the price or availability of raw steel or aluminum may have a material adverse effect on our business, results of operations or financial condition.

        Steel scrap and pig iron are also major raw materials used in our business to produce our wheel-end and industrial components. Steel scrap is derived from, among other sources, junked automobiles, industrial scrap, railroad cars, agricultural and heavy machinery and demolition steel scrap from obsolete structures, containers and machines. Pig iron is a low-grade cast iron which is a product of smelting iron ore with coke and limestone in a blast furnace. The availability and price of steel scrap and pig iron are subject to market forces largely beyond our control, including North American and international demand for steel scrap and pig iron, freight costs, speculation and foreign exchange rates. Steel scrap and pig iron availability and price may also be subject to governmental regulation. We are not always able, and may not be able in the future, to pass on increases in the price of steel scrap and pig iron to our customers. In particular, when raw material prices increase rapidly or to significantly higher than normal levels, we may not be able to pass price increases through to our customers on a timely basis, if at all, which could adversely affect our operating margins and cash flow. Any fluctuations in the price or availability of steel scrap or pig iron may have a material adverse effect on our business, results of operations or financial condition. See "Business—Raw Materials and Suppliers."

Our business is affected by the cyclical nature of the industries and markets that we serve.

        The heavy- and medium-duty truck and truck components industries, the heavy-duty truck OEM market and, to a lesser extent, the medium-duty truck OEM market and the heavy- and medium-wheel and light-wheel industries are highly cyclical. These industries and markets fluctuate in response to factors that are beyond our control, such as general economic conditions, interest rates, federal and state regulations, consumer spending, fuel costs and our customers' inventory levels and production rates. These industries and markets are particularly sensitive to the industrial sector of the economy, which generates a significant portion of the freight tonnage hauled by trucks. Economic downturns in the industries or markets that we serve generally result in reduced sales of our products, which could lower our profits and cash flows. In addition, our operations are typically seasonal as a result of regular customer maintenance and model changeover shutdowns, which typically occur in the third and fourth quarter of each calendar year. This seasonality may result in decreased net sales and profitability during the third and fourth fiscal quarters of each calendar year. Weakness in overall economic conditions or in the markets that we serve, or significant reductions by our customers in their inventory levels or future production rates, could result in decreased demand for our products and could have a material adverse effect on our business, results of operations or financial condition.

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Cost reduction and quality improvement initiatives by OEMs could have a material adverse effect on our business, results of operations or financial condition.

        We are primarily a components supplier to the heavy- and medium-duty truck industries, which are characterized by a small number of OEMs that are able to exert considerable pressure on components suppliers to reduce costs, improve quality and provide additional design and engineering capabilities. Given the fragmented nature of the industry, OEMs continue to demand and receive price reductions and measurable increases in quality through their use of competitive selection processes, rating programs and various other arrangements. We may be unable to generate sufficient production cost savings in the future to offset such price reductions. OEMs may also seek to save costs by relocating production to countries with lower cost structures, which could in turn lead them to purchase components from local suppliers with lower production costs. Additionally, OEMs have generally required component suppliers to provide more design engineering input at earlier stages of the product development process, the costs of which have, in some cases, been absorbed by the suppliers. Future price reductions, increased quality standards and additional engineering capabilities required by OEMs may reduce our profitability and have a material adverse effect on our business, results of operations or financial condition.

We may be unable to integrate TTI and other acquired companies successfully.

        Integrating TTI and any future acquired business requires substantial management, financial and other resources and may pose risks with respect to customer service and market share. Furthermore, integrating TTI or any business acquired in the future involves a number of special risks, some or all of which could have a material adverse effect on our business, results of operations or financial condition. These risks include:

•

unforeseen operating difficulties and expenditures associated with managing a substantially larger, broader and more geographically diverse organization;



•

difficulties in assimilating acquired personnel, operations and technologies;



•

challenges in implementing appropriate systems, policies, benefits and compliance programs;



•

impairment of goodwill and other intangible assets;



•

diversion of management's attention from ongoing development of our business or other business concerns;



•

potential loss of customers;



•

failure to retain key personnel of the acquired businesses;



•

the use of substantial amounts of our available cash; and



•

the incurrence of additional indebtedness.

        Any one or a combination of these factors may cause our revenues or earnings to decline and we cannot assure you that we will be able to maintain or enhance the profitability of TTI or any acquired business or consolidate its operations to achieve cost savings.

        In addition, there may be liabilities that we fail, or are unable, to discover in the course of performing due diligence investigations on each company or business we have already acquired or may acquire in the future. Such liabilities could include those arising from employee benefits contribution obligations of a prior owner or non-compliance with applicable federal, state or local environmental requirements by prior owners for which we, as a successor owner, may be responsible. We cannot assure you that rights to indemnification by sellers of assets to us, even if obtained, will be enforceable, collectible or sufficient in amount, scope or duration to fully offset the possible liabilities associated

17

with the business or property acquired. Any such liabilities, individually or in the aggregate, could have a material averse effect on our business, results of operations or financial condition.

As a result of the TTI merger, we are a substantially larger and broader organization, and if our management is unable to manage the larger organization, our operating results will suffer.

        As a result of the TTI merger, our workforce increased from approximately 1,800 employees to over 4,700 employees based at 17 facilities in North America and we do not presently anticipate any layoffs in connection with the TTI merger. We will face challenges inherent in efficiently managing an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, benefits and compliance programs. The inability to successfully manage the substantially larger organization, or any significant delay in achieving successful management, could have a material adverse effect on our business, results of operations or financial position.

TTI's independent auditors have indicated to us that in connection with their audit of TTI's financial statements they believe there were material weaknesses in TTI's internal controls for the year ended December 31, 2004. Our failure to implement and maintain effective internal controls in our business could have a material adverse effect on our business, financial condition and stock price.

        In connection with the completion of its audit of, and the issuance of an unqualified report on, TTI's financial statements for the year ended December 31, 2004, our independent registered public accounting firm, Deloitte & Touche LLP, identified deficiencies involving internal controls of TTI that it considers to be reportable conditions that constitute material weaknesses pursuant to standards established by the American Institute of Certified Public Accountants. The material weaknesses noted include: (1) weaknesses related to field level controls at TTI's Gunite and Brillion locations, which demonstrated local managements' lack of consistent understanding and compliance with TTI's policies and procedures and which included errors that resulted in certain book to physical inventory adjustments; and (2) a weakness related to the corporate level financial reporting, which consisted of the failure to adequately review the work of a third party actuarial consultant requiring an adjustment to our workers' compensation liability. For a further description of the nature of the material weaknesses and the Company's remediation efforts, see "Business—Internal Control Over Financial Reporting."

        In response to the material weaknesses identified by Deloitte & Touche LLP with respect to TTI's internal control over financial reporting, management is implementing additional procedures and controls to remediate the material weaknesses. Actions being taken by management to remediate the material weaknesses with respect to TTI include: (i) monitor compliance with TTI's policies and procedures at the operating locations; (ii) develop targeted site reviews for locations that possess the weakest records of complying with TTI's policies and procedures; and (iii) review all assumptions and data provided to TTI by third party service providers. However, if not properly implemented, these measures may not completely eliminate the material weaknesses identified. The existence of one or more material weaknesses or reportable conditions could result in errors in or restatements of our financial statements and inhibit the Company's ability to produce reliable financial reports, which may cause investors to lose confidence in the Company's reported financial information and have a material adverse effect on the Company's business and stock price.

We operate in highly competitive markets.

        The markets in which we operate are highly competitive. We compete with a number of other manufacturers and distributors that produce and sell similar products. Our products primarily compete on the basis of price, manufacturing and distribution capability, product design, product quality, product delivery and product service. Some of our competitors are companies, or divisions, units or subsidiaries of companies, that are larger and have greater financial and other resources than we do.

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Our products may not be able to compete successfully with the products of our competitors. In addition, our competitors may foresee the course of market development more accurately than we do, develop products that are superior to our products, have the ability to produce similar products at a lower cost than we can or adapt more quickly than we do to new technologies or evolving regulatory, industry or customer requirements. As a result, our products may not be able to compete successfully with their products. In addition, OEMs may expand their internal production of wheels, shift sourcing to other suppliers or take other actions that could reduce the market for our products and have a negative impact on our business. We may encounter increased competition in the future from existing competitors or new competitors. We expect these competitive pressures in our markets to remain strong. See "Business—Competition."

        In addition, potential competition from foreign truck components suppliers, especially in the aftermarket, may lead to an increase in truck components imports into North America, adversely affecting our market share and negatively affecting our ability to compete. Foreign truck components suppliers may in the future increase their currently modest share of the markets for truck components in which we compete. Some of these foreign suppliers may be owned, controlled or subsidized by their governments, and their decisions with respect to production, sales and exports may be influenced more by political and economic policy considerations than by prevailing market conditions. In addition, foreign truck components suppliers may be subject to less restrictive regulatory and environmental regimes that could provide them with a cost advantage relative to North American suppliers. Therefore, there is a risk that some foreign suppliers may increase their sales of truck components in North American markets despite decreasing profit margins or losses. If future trade cases do not provide relief from such potential trade practices, U.S. protective trade laws are weakened or international demand for trucks and/or truck components decreases, an increase of truck component imports into the United States may occur, which could have a material adverse effect on our business, results of operations or financial condition.

We face exposure to foreign exchange rate fluctuations and if we were to experience a substantial fluctuation, our profitability may change.

        In the normal course of doing business, we are exposed to risks associated with changes in foreign exchange rates, particularly with respect to the Canadian dollar. We use forward foreign exchange contracts, and other derivative instruments designated as hedging instruments under SFAS No. 133, to offset the impact of the variability in exchange rates on our operations, cash flows, assets and liabilities. At December 31, 2004, we had open foreign exchange forward contracts of $24.8 million. Factors that could further impact the risks associated with changes in foreign exchange rates include the accuracy of our sales estimates, volatility of currency markets and the cost and availability of derivative instruments. For example, during 2004, we experienced an 8.2% adverse change in the Canadian dollar. This resulted in a $10.2 million adverse impact on our 2004 earnings before taxes. This quantification of exposure to the market risk does not take into account the $4.2 million offsetting impact of derivative instruments. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Foreign Currency Risk."

We may not be able to continue to meet our customers' demands for our products and services.

        We must continue to meet our customers' demand for our products and services. However, we may not be successful in doing so. If our customers' demand for our products and/or services exceeds our ability to meet that demand, we may be unable to continue to provide our customers with the products and/or services they require to meet their business needs. Factors that could result in our inability to meet customer demands include an unforeseen spike in demand for our products and/or services, a failure by one or more of our suppliers to supply us with the raw materials and other resources that we need to operate our business effectively or poor management of our company or one or more divisions

19

or units of our company, among other factors. Our ability to provide our customers with products and services in a reliable and timely manner, in the quantity and quality desired and with a high level of customer service, may be severely diminished as a result. If this happens, we may lose some or all of our customers to one or more of our competitors, which would have a material adverse effect on our business, results of operations or financial condition.

        In addition, it is important that we continue to meet our customers' demands in the truck components industry for product innovation, improvement and enhancement, including the continued development of new-generation products, design improvements and innovations that improve the quality and efficiency of our products. Developing product innovations for the truck components industry has been and will continue to be a significant part of our strategy. However, such development will require us to continue to invest in research and development and sales and marketing. In the future, we may not have sufficient resources to make such necessary investments, or we may be unable to make the technological advances necessary to carry out product innovations sufficient to meet our customers' demands. We are also subject to the risks generally associated with product development, including lack of market acceptance, delays in product development and failure of products to operate properly. We may, as a result of these factors, be unable to meaningfully focus on product innovation as a strategy and may therefore be unable to meet our customers' demand for product innovation.

Equipment failures, delays in deliveries or catastrophic loss at any of our facilities could lead to production or service curtailments or shutdowns.

        We manufacture our products at 17 facilities and provide logistical services at six just-in-time sequencing facilities in the United States. An interruption in production or service capabilities at any of these facilities as a result of equipment failure or other reasons could result in our inability to produce our products, which would reduce our net sales and earnings for the affected period. In the event of a stoppage in production at any of our facilities, even if only temporary, or if we experience delays as a result of events that are beyond our control, delivery times to our customers could be severely affected. Any significant delay in deliveries to our customers could lead to increased returns or cancellations and cause us to lose future sales. Our facilities are also subject to the risk of catastrophic loss due to unanticipated events such as fires, explosions or violent weather conditions. We may experience plant shutdowns or periods of reduced production as a result of equipment failure, delays in deliveries or catastrophic loss, which could have a material adverse effect on our business, results of operations or financial condition.

We may incur potential product liability, warranty and product recall costs.

        We are subject to the risk of exposure to product liability, warranty and product recall claims in the event any of our products results in property damage, personal injury or death, or does not conform to specifications. We may not be able to continue to maintain suitable and adequate insurance in excess of our self-insured amounts on acceptable terms that will provide adequate protection against potential liabilities. In addition, if any of our products proves to be defective, we may be required to participate in a recall involving such products. A successful claim brought against us in excess of available insurance coverage, if any, or a requirement to participate in any product recall, could have a material adverse effect on our business, results of operations or financial condition.

Work stoppages or other labor issues at our facilities or at our customers' facilities could adversely affect our operations.

        On a pro forma basis, as of December 31, 2004, approximately 48% of our workforce was represented by unions. As a result, we are subject to the risk of work stoppages and other labor relations matters. Any prolonged work stoppage or strike at any one of our principal unionized facilities could have a material adverse effect on our business, results of operations or financial

20

condition. In addition, certain of our facilities have separate agreements covering the workers at each such facility and, as a result, we have collective bargaining agreements with several different unions. These collective bargaining agreements expire at various times over the next few years, with no contract expiring before April 2005, with the exception of our union contract with our hourly employees at our Monterrey, Mexico facility, which is renewed on an annual basis. We anticipate that negotiations to renew our union contract with the United Auto Workers covering hourly employees at our Rockford, Illinois facility, which expires in April 2005, will begin in March 2005. Any failure by us to reach a new agreement upon expiration of such union contracts may have a material adverse effect on our business, results of operations or financial condition. In June 2004, certain employees at our Cuyahoga Falls, Ohio facility elected to be represented by United Auto Workers. The initial contract is currently under negotiation and we do not anticipate that the unionization of the employees at our Cuyahoga Falls, Ohio facility will have an adverse effect on our operating costs. See "Business—Employees and Labor Unions."

        In addition, if any of our customers experiences a material work stoppage, that customer may halt or limit the purchase of our products. This could cause us to shut down production facilities relating to these products, which could have a material adverse effect on our business, results of operations or financial condition.

We are subject to a number of environmental rules and regulations that may require us to make substantial expenditures.

        Our operations, facilities and properties are subject to extensive and evolving laws and regulations pertaining to air emissions, wastewater discharges, the handling and disposal of solid and hazardous materials and wastes, the investigation and remediation of contamination, and otherwise relating to health, safety and the protection of the environment and natural resources. As a result, we are involved from time to time in administrative or legal proceedings relating to environmental, health and safety matters, and have in the past incurred and will continue to incur capital costs and other expenditures relating to such matters. In addition to environmental laws that regulate our subsidiaries' ongoing operations, our subsidiaries are also subject to environmental remediation liability. Under the federal Comprehensive Environmental Response, Compensation, and Liability Act, or CERCLA, and analogous state laws, our subsidiaries may be liable as a result of the release or threatened release of hazardous materials into the environment. Our subsidiaries are currently involved in several matters relating to the investigation and/or remediation of locations where they have arranged for the disposal of foundry and other wastes. Such matters include situations in which we have been named or are believed to be Potentially Responsible Parties under CERCLA or state laws in connection with the contamination of these sites. Additionally, environmental remediation may be required to address soil and groundwater contamination identified at certain facilities.

        As of December 31, 2004, we had an environmental reserve of approximately $2.8 million, related primarily to our foundry operations. This reserve is based on current cost estimates and does not reduce estimated expenditures to net present value, but does take into account the benefit of a contractual indemnity given to us by a prior owner of our wheel-end subsidiary. We cannot assure you, however, that the indemnitor will fulfill its obligations, and the failure to do so could result in future costs that may be material. Any cash expenditures required by us or our subsidiaries to comply with applicable environmental laws and/or to pay for any remediation efforts will not be reduced or otherwise affected by the existence of the environmental reserve. Our environmental reserve may not be adequate to cover our future costs related to the sites associated with the environmental reserve, and any additional costs may have a material adverse effect on our business, results of operations or financial condition. The discovery of additional sites, the modification of existing or the promulgation of new laws or regulations, more vigorous enforcement by regulators, the imposition of joint and

21

several liability under CERCLA or analogous state laws, or other unanticipated events could also result in such a material adverse effect.

        As part of an initiative regarding compliance in the foundry industry, the U.S. Environmental Protection Agency, or the EPA, conducted an environmental multimedia inspection at Gunite's Rockford, Illinois plant in September and October 2003. Gunite received an administrative complaint from the EPA in January 2005 regarding alleged violations of certain registration and record maintenance regulations, with a proposed penalty in the amount of approximately $138,600. Gunite is reviewing the complaint and has not yet responded.

        The final Iron and Steel Foundry National Emission Standard for Hazardous Air Pollutants, or NESHAP, was developed pursuant to Section 112(d) of the Clean Air Act and requires all major sources of hazardous air pollutants to install controls representative of maximum achievable control technology. We are evaluating the applicability of the Iron and Steel Foundry NESHAP to our foundry operations. If applicable, compliance with the Iron and Steel Foundry NESHAP may result in future significant capital costs, which we currently expect to be approximately $5 million in total during the period 2005 through 2007. See "Business—Environmental Matters."

We might fail to adequately protect our intellectual property, or third parties might assert that our technologies infringe on their intellectual property.

        The protection of our intellectual property is important to our business. We rely on a combination of trademarks, copyrights, patents and trade secrets to provide protection in this regard, but this protection might be inadequate. For example, our pending or future trademark, copyright and patent applications might not be approved or, if allowed, they might not be of sufficient strength or scope. Conversely, third parties might assert that our technologies or other intellectual property infringe on their proprietary rights. Although we have not had litigation with respect to such matters in the past, litigation, which could result in substantial costs and diversion of our efforts, might be necessary, and whether or not we are ultimately successful, the litigation could adversely affect our business, results of operations or financial condition. See "Business—Intellectual Property."

Litigation against us could be costly and time consuming to defend.

        We are regularly subject to legal proceedings and claims that arise in the ordinary course of business, such as workers' compensation claims, OSHA investigations, employment disputes, unfair labor practice charges, customer and supplier disputes and product liability claims arising out of the conduct of our business. Litigation may result in substantial costs and may divert management's attention and resources, which could adversely affect our business, results of operations or financial condition.

If we fail to retain our executive officers, our business could be harmed.

        Our success largely depends on the efforts and abilities of our executive officers, who have collectively been employees of either Accuride or TTI for over 50 years. Their skills, experience and industry contacts significantly benefit us. The loss of any one of them, in particular Mr. Keating, who joined Accuride in December 1996, could have a material adverse effect on our business, results of operations or financial condition. While certain of our executive officers are parties to severance or employment agreements, only Messrs. Weller and Cirar have employment commitments for one year terms. All of our other employees are at will. Our future success will also depend in part upon our continuing ability to attract and retain highly qualified personnel.

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Although we do not presently anticipate terminating any senior management employees, certain senior management employees have entered into potentially costly severance arrangements with us.

        Certain of our senior management employees have entered into potentially costly severance arrangements with us. For example, in connection with the TTI merger, we entered into employment agreements with Messrs. Weller, Cirar and Mueller. Mr. Weller's employment agreement provides, among other things, that in the event of the termination of Mr. Weller's employment "without cause" or for "good reason" (as defined therein) at any time prior to August 2, 2007, then Mr. Weller would receive, in addition to certain other benefits, a lump sum payment equal to two times his base salary and the greater of his target bonus under the Accuride annual incentive compensation plan, his target bonus in 2004 from TTI or the average bonus he received for each of 2002, 2003 and 2004 from TTI. Based on his current base salary and his 2004 target TTI bonus, this severance amount would be approximately $1,815,000. Mr. Cirar's employment agreement provides, among other things, that in the event of the termination of Mr. Cirar's employment "without cause" or for "good reason" (as defined therein) at any time prior to August 2, 2007, then Mr. Cirar would receive, in addition to certain other benefits, a lump sum cash payment equal to $1,772,000. Mr. Mueller's employment agreement provides, among other things, that in the event of termination of Mr. Mueller's employment "without Cause" (as defined therein) or Mr. Mueller terminating his employment for any reason on or after April 30, 2005, then Mr. Mueller would receive, in addition to certain other benefits, a lump sum payment of up to $825,000. Additionally, the employment agreements of Messrs. Weller, Cirar and Mueller contain three year post-employment non-compete and non-solicitation provisions of either customers or employees for which Messrs. Weller and Cirar will receive a lump sum payment equal to their annual base salary and for which Mr. Mueller will receive a cash payment of $530,000. See "Management—Employment Agreements."

        Severance agreements with certain other senior management employees provide that in the event of any such employee's termination "without cause" or for "good reason" (as defined therein) we will pay such employee one year's base salary. As of December 31, 2004, in the event we terminated Messrs. Keating, Murphy, Armstrong, Hamme or Taylor, we would have to cash payments of $365,137, $296,480, $209,885, $187,355 and $177,850, respectively. See "Management—Severance Agreements."

        In addition, we have entered into change in control agreements with certain senior management employees, including, Messrs. Keating, Murphy, Armstrong, Hamme and Taylor that provide for significant severance payments in the event such employee's employment with us is terminated within 18 months of a change in control or partial change in control (each as defined in the agreement) either by the employee for good reason or by us for any reason other than cause, disability, normal retirement or death. These agreements would make it costly for us to terminate certain of our senior management employees and such costs may also discourage potential acquisition proposals, which may negatively affect our stock price. See "Management—Severance Agreements."

Our products may be rendered obsolete or less attractive by changes in regulatory, legislative or industry requirements.

        Changes in regulatory, legislative or industry requirements may render certain of our products obsolete or less attractive. Our ability to anticipate changes in these requirements, especially changes in regulatory standards, will be a significant factor in our ability to remain competitive. We cannot assure you that we will be able to comply in the future with new regulatory, legislative and/or industrial standards that may be necessary for us to remain competitive or that certain of our products will not, as a result, become obsolete or less attractive to our customers.

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The reliability of market and industry data included in this prospectus may be uncertain.

        This prospectus contains market and industry data, primarily from reports published by ACT, ATA and from internal company surveys, studies and research, related to the truck components industry and its segments, as well as the truck industry in general. This data includes estimates and forecasts regarding future growth in these industries, specifically data related to heavy- and medium-duty truck production, truck freight growth and the historical average age of active U.S. heavy-duty trucks. Such data has been published in industry publications that typically indicate that they have derived the data from sources believed to be reasonable, but do not guarantee the accuracy or completeness of the data. We have not independently verified the data or any of the assumptions on which any estimates or forecasts are based. Similarly, internal company surveys, studies and research, which while we believe to be reliable, have not been verified by any independent sources. The failure of the truck industry and/or the truck components industry to continue to grow as forecasted may have a material adverse effect on our business, results of operations or financial condition.

Other Risks Related to Our Business

Our substantial leverage and significant debt service obligations could adversely affect our financial condition or our ability to fulfill our obligations and make it more difficult for us to fund our operations.

        As of December 31, 2004, our pro forma indebtedness was $853.1 million. Our substantial level of indebtedness could have important negative consequences to you and us, including:

•

we may have difficulty satisfying our obligations with respect to our indebtedness;



•

we may have difficulty obtaining financing in the future for working capital, capital expenditures, acquisitions or other purposes;



•

we will need to use a substantial portion of our available cash flow to pay interest and principal on our debt, which will reduce the amount of money available to finance our operations and other business activities;



•

our debt level increases our vulnerability to general economic downturns and adverse industry conditions;



•

our debt level could limit our flexibility in planning for, or reacting to, changes in our business and in our industry in general;



•

our leverage could place us at a competitive disadvantage compared to our competitors that have less debt; and



•

we may not have sufficient funds available, and our debt level may restrict us from raising the funds necessary, to repurchase all of our new senior subordinated notes tendered to us upon the occurrence of a change of control, which would constitute an event of default under the new senior subordinated notes; and



•

our failure to comply with the financial and other restrictive covenants in our debt instruments which, among other things, require us to maintain specified financial ratios and limit our ability to incur debt and sell assets, could result in an event of default that, if not cured or waived, could have a material adverse effect on our business or prospects.

        You should also be aware that certain of our borrowings are and will continue to be at variable rates of interest, which exposes us to the risk of increasing interest rates. As of December 31, 2004, on a pro forma basis, the carrying value of our total debt would have been $853.1 million, of which $578.1 million, or approximately 68%, would have been subject to variable interest rates. If interest rates increase, our debt service obligations on our variable rate indebtedness would increase even

24

though the amount borrowed remains the same. See "Selected Historical Consolidated Financial and Other Data of Accuride."

Despite our substantial leverage, we and our subsidiaries will be able to incur more indebtedness. This could further exacerbate the risks described above, including our ability to service our indebtedness

        We and our subsidiaries may be able to incur substantial additional indebtedness in the future. Although our new senior credit facilities and the indenture governing our new senior subordinated notes contain restrictions on the incurrence of additional indebtedness, such restrictions are subject to a number of qualifications and exceptions, and under certain circumstances indebtedness incurred in compliance with such restrictions could be substantial. For example, we may incur additional debt to, among other things, finance future acquisitions, expand through internal growth, fund our working capital needs, comply with regulatory requirements, respond to competition or for general financial reasons alone. As of December 31, 2004, on a pro forma basis, the revolving credit facility under our new senior credit facilities would have provided for additional borrowings of up to $95 million under our U.S. revolving credit facility and $5 million under our Canadian revolving credit facility. To the extent new debt is added to our and our subsidiaries' current debt levels, the risks described above would increase.

To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

        Our ability to make payments on and to refinance our indebtedness and to fund planned capital expenditures and research and development efforts will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

        We cannot assure you that our business will generate sufficient cash flow from operations, that currently anticipated cost savings and operating improvements will be realized on schedule or that future borrowings will be available to us under our new credit facilities in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell material assets or operations, obtain additional equity capital or refinance all or a portion of our indebtedness. In the absence of such operating results and resources, we could face substantial cash flow problems and might be required to sell material assets or operations to meet our debt service and other obligations. We cannot assure you as to the timing of such asset sales or the proceeds which we could realize from such sales and we cannot assure you that we will be able to refinance any of our indebtedness, including our new senior credit facilities and new senior subordinated notes, on commercially reasonable terms or at all.

We are subject to a number of restrictive covenants which, if breached, may restrict our business and financing activities.

        Our new senior credit facilities and the indenture governing our new senior subordinated notes impose, and the terms of any future indebtedness may impose, operating and other restrictions on us. Such restrictions will affect, and in many respects limit or prohibit, among other things, our ability to:

•

incur additional debt;



•

pay dividends and make distributions;



•

issue stock of subsidiaries;



•

make certain investments;

25

•

repurchase stock;



•

create liens;



•

enter into affiliate transactions;



•

enter into sale-leaseback transactions;



•

merge or consolidate; and



•

transfer and sell assets.

        In addition, our new senior credit facilities include other more restrictive covenants and prohibit us from prepaying our other indebtedness, including our new senior subordinated notes, while borrowings under our new senior credit facilities are outstanding. Our new senior credit facilities also require us to achieve certain financial and operating results and maintain compliance with specified financial ratios. Our ability to comply with these ratios may be affected by events beyond our control.

        If we are unable to comply with the restrictions contained in the credit facilities, the lenders could:

•

declare all borrowings outstanding, together with accrued and unpaid interest, to be immediately due and payable;



•

require us to apply all of our available cash to repay the borrowings; or



•

prevent us from making debt service payments on the senior subordinated notes;

any of which would result in an event of default under our new senior subordinated notes. If we were unable to repay or otherwise refinance these borrowings when due, our lenders could sell the collateral securing our new senior credit facilities, which constitutes substantially all of our and our subsidiaries' assets. Although holders of the senior subordinated notes could accelerate the notes upon the acceleration of the obligations under our credit facilities, we cannot assure you that sufficient assets will remain after we have paid all the borrowings under our new senior credit facilities and any other senior debt to repay the senior subordinated notes.

Risks Related to the Offering and Our Common Stock

Future sales of our common stock may depress our stock price.

        The market price of our common stock could decline as a result of sales of substantial amounts of our common stock in the public market after the offering, or the perception that these sales could occur. In addition, these factors could make it more difficult for us to raise funds through future equity offerings.

        There will be            shares of our common stock outstanding immediately after the offering. All of the            shares of our common stock sold in the offering will be freely tradable without restriction or further registration under the Securities Act of 1933, as amended, except for shares purchased by our "affiliates" as defined in Rule 144 under the Securities Act. After the offering, approximately 40,211.91 shares of common stock will be either "restricted securities" or affiliate securities as defined in Rule 144. Subject to the 180-day lock-up agreements with the underwriters, these restricted securities may be sold in the future without registration under the Securities Act to the extent permitted under Rule 144. Approximately 37,245.71 outstanding shares of these restricted or affiliate securities will be eligible for sale under Rule 144 subject to applicable holding period, volume limitations, manner of sale and notice requirements set forth in applicable SEC rules, and approximately 2,966.20 shares of the restricted securities will be saleable without regard to these restrictions under Rule 144(k). See "Shares Eligible for Future Sale—Sales of Restricted Shares."

26

        We and our executive officers and directors and substantially all of our stockholders have entered into 180-day lock-up agreements with the underwriters. The lock-up agreements prohibit each of us from selling or otherwise disposing of shares of common stock except in limited circumstances. The lock-up agreements are contractual agreements, and Citigroup Global Markets Inc., at its discretion, can waive the restrictions of any lock-up agreement at an earlier time without prior notice or announcement and allow any of us to sell shares of common stock. If the restrictions in the lock-up agreements are waived, shares of our common stock will be available for sale into the public market, subject to applicable securities laws, which could reduce the market price for shares of our common stock. See "Shares Eligible for Future Sale—Lock-Up Agreements."

        We have also entered into an amended registration rights agreement in connection with the TTI merger providing for customary demand and piggyback registration rights to certain of our principal stockholders. Such agreement provides certain affiliates of Kohlberg Kravis Roberts & Co. L.P., or KKR, and certain affiliates of Trimaran Capital Partners, or Trimaran, with the right to cause us to register the sale of their shares of our common stock in the future. See "Certain Relationships and Related Party Transactions—Registration Rights Agreement." In addition, shares of our common stock are reserved for future issuance upon the exercise of stock options. We may also issue our common stock in connection with investments or repayment of our debt. The amount of such common stock issued could constitute a material portion of our then-outstanding common stock. We cannot predict the size of future issuances of our common stock or the effect, if any, that future sales and issuances of shares of our common stock would have on the market price of our common stock.

You will experience immediate and substantial dilution as a result of the offering.

        You will pay a price per share that substantially exceeds the per share value of our tangible assets after subtracting our total liabilities. As of December 31, 2004, after giving effect to the            split of our common stock, our pro forma net tangible book value was a deficit of $            per share of common stock. After giving effect to the issuance and sale of            shares of our common stock in the offering, less underwriting discounts, offering-related expenses and other expenses and the completion of the transactions outlined in "Pro Forma Consolidated Financial Data," including the application of the net proceeds in accordance with "Use of Proceeds," our pro forma as adjusted net tangible book value as of December 31, 2004 would have been a deficit of $            per share of common stock. This represents an immediate decrease in net tangible book value of $            per share to existing stockholders and an immediate dilution of $            per share to new investors purchasing shares of our common stock in the offering. See "Dilution."

Possible volatility in our stock price could negatively affect us and our stockholders.

        The trading price of our common stock may be volatile in response to a number of factors, many of which are beyond our control, including actual or anticipated variations in quarterly financial results, changes in financial estimates by securities analysts and announcements by our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments. In addition, our financial results may be below the expectations of securities analysts and investors. If this were to occur, the market price of our common stock could decrease, perhaps significantly.

        In addition, the U.S. securities markets have experienced significant price and volume fluctuations. These fluctuations often have been unrelated to the operating performance of companies in these markets. Broad market and industry factors may negatively affect the price of our common stock, regardless of our operating performance. In the past, following periods of volatility in the market price of an individual company's securities, securities class action litigation often has been instituted against that company. The institution of similar litigation against us could result in substantial costs and a diversion of our management's attention and resources, which could negatively affect our business, results of operations or financial condition.

27

Our common stock may not trade actively, which may cause our common stock to trade at a discount and make it difficult for you to sell your stock.

        This is our initial public offering, which means that our common stock currently does not trade in any market. Upon the consummation of the offering, our common stock may not trade actively. In addition, our common stock may have limited trading volume, and many investors may not be interested in owning our common stock because of the inability to acquire or sell a substantial block of our common stock at one time. This illiquidity could have an adverse effect on the market price of our common stock. An illiquid market for our common stock may result in price volatility and poor execution of buy and sell orders for investors. The initial public offering price for shares of our common stock is or will be determined by negotiations between us, the selling stockholders and the underwriters and may bear no relationship to the price at which the common stock will trade after the offering.

Our ability to pay dividends on our common stock will be limited.

        Under Delaware law, we may pay dividends, in cash or otherwise, only if we have surplus in an amount at least equal to the amount of the relevant dividend payment. Any payment of cash dividends will depend upon our financial condition, capital requirements, earnings and other factors deemed relevant by our board of directors. Further, our new senior credit facilities and the indenture governing our new senior subordinated notes will restrict our ability to pay cash dividends. Agreements governing future indebtedness will likely contain similar restrictions on our ability to pay cash dividends. We do not intend to pay dividends on our common stock for the foreseeable future. See "Dividend Policy."

Our principal stockholders, executive officers and directors own a large percentage of our common stock and will be able to control substantially all corporate decisions.

        Immediately after the offering, our principal stockholders will beneficially own, in the aggregate, approximately            % of our outstanding common stock, including    % and    % of our outstanding common stock beneficially owned by KKR and entities affiliated with Trimaran Investments II, L.L.C. respectively, and our executive officers and directors will beneficially own, in the aggregate, approximately            % of our outstanding common stock. Our principal stockholders, executive officers and directors will together beneficially own approximately            % of our outstanding common stock (taking into account that some shares are considered beneficially owned by both principal stockholders and executive officers). In addition, immediately after the offering, KKR and entities affiliated with Trimaran Investments II, L.L.C. each have the right to appoint four and three members of our board of directors, respectively. As a result, our principal stockholders, executive officers and directors, as a group, will be able to influence or control substantially all matters requiring approval by our stockholders, including, without limitation, the election of directors and mergers, consolidations and sales of all or substantially all of our assets, and they may do so in a manner with which you may not agree or which may be adverse to your interests. For example, they could (1) cause our company to enter into transactions with their affiliates that are adverse to our interests or (2) cause us to redeem or make payments on securities owned by them. In addition, this concentration of ownership may have the effect of preventing, discouraging or deferring a change of control, which could depress the market price of our common stock. See "Principal Stockholders," "Certain Relationships and Related Party Transactions" and "Description of Capital Stock—Common Stock."

Provisions of our charter documents and the General Corporation Law of Delaware may inhibit a takeover, which could negatively affect our stock price.

        Provisions of our charter documents and the General Corporation Law of Delaware, the state in which we are organized, could discourage potential acquisition proposals or make it more difficult for a third party to acquire control of our company, even if doing so might be beneficial to our stockholders.

28

Our certificate of incorporation and bylaws provide for various procedural and other requirements that could make it more difficult for stockholders to effect certain corporate actions. For example, our certificate of incorporation authorizes our board of directors to determine the rights, preferences, privileges and restrictions of unissued series of preferred stock without any vote or action by our stockholders. Our board of directors can therefore authorize and issue shares of preferred stock with voting or conversion rights that could adversely affect the voting or other rights of holders of our common stock. Additional provisions that could make it more difficult for stockholders to effect certain corporate actions include:

•

a classified board of directors;



•

the sole power of a majority of the board of directors to fix the number of directors and to fill any vacancy on the board of directors;



•

limitations on the removal of directors; and



•

the inability of stockholders to act by written consent or to call special meetings.

        See "Description of Capital Stock." These provisions may make it more difficult or expensive for a third party to acquire a majority of our outstanding voting stock or may delay, prevent or deter a merger, acquisition, tender offer or proxy contest, which may negatively affect our stock price.

We will incur increased costs as a result of being a public company.

        Although Accuride has had publicly traded debt securities outstanding for approximately six years and has been a voluntary reporting company during that time, as a company with publicly traded equity securities, we expect to incur additional legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002, as well as related rules subsequently implemented by the SEC and the New York Stock Exchange, have required changes in corporate governance practices of public companies. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly. For example, as a result of this offering, we will create additional board committees and will adopt additional policies regarding internal controls, disclosure controls and procedures. In addition, we will incur additional costs associated with our public company reporting requirements. We also expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers. Despite the fact that TTI had publicly traded equity securities until it was acquired in a going-private transaction in March 2000 and despite Accuride's experience as a voluntary reporting company, we cannot predict or estimate the amount of additional costs we will incur or the timing of such costs.

29

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        We make "forward-looking statements" in the "Prospectus Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Industry" and "Business" sections and elsewhere throughout this prospectus. Whenever you read a statement that is not simply a statement of historical fact (such as when we describe what we "believe," "expect" or "anticipate" will occur, and other similar statements), you must remember that our expectations may not be correct, even though we believe that they are reasonable. We do not guarantee that the transactions and events described in this prospectus will happen as described or that they will happen at all. You should read this prospectus completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. We undertake no obligation, beyond that required by law, to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made, even though our situation will change in the future.

        Whether actual results will conform with our expectations and predictions is subject to a number of risks and uncertainties, many of which are beyond our control, and reflect future business decisions that are subject to change. Some of the assumptions, future results and levels of performance expressed or implied in the forward-looking statements we make inevitably will not materialize, and unanticipated events may occur which will affect our results. The "Risk Factors" section of this prospectus describes the principal contingencies and uncertainties to which we believe we are subject.

30

TTI MERGER

        On December 24, 2004, Accuride, Amber Acquisition Corp., a wholly-owned subsidiary of Accuride, TTI, the persons listed on Annex I to the merger agreement, whom we refer to as the signing stockholders, and Andrew Weller, Jay Bloom and Mark Dalton, as the TTI Stockholder Representatives, entered into an agreement and plan of merger, which was amended on January 28, 2005. We refer to the agreement and plan of merger, as amended, as the merger agreement. Pursuant to the merger agreement, on January 31, 2005, Accuride acquired TTI through the merger of Amber Acquisition Corp., a wholly-owned subsidiary of Accuride, with and into TTI, with TTI continuing as the surviving corporation, which we refer to as the TTI merger.

        At the effective time of and as a result of the TTI merger, (1) each share of TTI common stock, TTI Series D Preferred Stock and TTI Series E Preferred Stock was converted into the right to receive the number of shares of our common stock equal to the applicable exchange ratio specified in the merger agreement, (2) each share of TTI Series A Preferred Stock and TTI Series C Preferred Stock was converted into the right to receive the number of shares of our common stock equal to the applicable exchange ratio specified in the merger agreement and the right to receive a certain number of additional shares of our common stock contingent upon the occurrence of certain events, (3) all shares of common stock and preferred stock held in the treasury of TTI, or any of its subsidiaries, were cancelled and retired, (4) each outstanding option to purchase TTI common stock was terminated and (5) each outstanding warrant to purchase TTI common stock was terminated. Certain holders of TTI's common stock and preferred stock received cash from TTI in exchange for their interests in TTI prior to the closing. The number of shares of common stock issued by us to holders of preferred and common stock of TTI in connection with the TTI merger was 13,475.94, plus up to 1,933.17 shares of common stock are issuable to former holders of TTI Series A Preferred Stock and Series C Preferred Stock. These additional shares will be issuable upon the earlier to occur of

•

a change in control;



•

the closing of an initial public offering; and



•

the fifth anniversary of the closing of the TTI merger and the number of shares issuable will be based upon:



•

TTI's attainment of certain EBITDA targets for up to the first three months of 2005 and



•

the price of our common stock.

        The total number of issuable contingent shares is determined by multiplying 1,933.17, by the appropriate factor contained in the merger agreement.

        On February 1, 2005, our board of directors was increased from four to seven members, consisting of the four former Accuride directors, Messrs. Fisher, Greene, Goltz and Keating, and three former directors of TTI, Messrs. Bloom, Dalton and Weller. Mr. Keating serves as President and Chief Executive Officer of the combined company and Mr. Murphy continues to serve as our Chief Financial Officer. Mr. Weller, former President and Chief Executive Officer of TTI, now serves as Executive Vice President of Accuride in charge of TTI Operations and Integration. In addition, Mr. Cirar, who was formerly an executive officer of TTI, serves as our Senior Vice President/Gunite and Brillion Operations.

31

USE OF PROCEEDS

        We estimate that the net proceeds to us from this offering will be approximately $             million (or $            million if the underwriters' over-allotment option is exercised in full) based on an assumed initial public offering price of $             per share, the midpoint of the range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any of the proceeds from the sale of shares by the selling stockholders.

        We plan to use our net proceeds from this offering as follows:

•

approximately $             million will be used to repay a portion of the Term Loan B under our new senior credit facilities. The repayment of $            of the Term Loan B will not be subject to a prepayment penalty. Interest on our Term Loan B currently accrues at a rate of LIBOR plus 225 basis points per annum and the loan will mature on January 31, 2012;



•

the remainder, if any, for capital expenditures, working capital and other general corporate purposes, which may include strategic acquisitions.

DIVIDEND POLICY

        We have never declared or paid any cash dividends on our common stock. For the foreseeable future, we intend to retain any earnings and we do not anticipate paying any cash dividends on our common stock. In addition, our new senior credit facilities and the indenture governing our senior subordinated notes restrict our ability to pay dividends. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources." Any future determination to pay dividends will be at the discretion of our board of directors and will be dependent upon then existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, business prospects and other factors that our board of directors considers relevant. Furthermore, as a holding company, we depend on the cash flow of our subsidiaries.

32

CAPITALIZATION

        The following table sets forth our cash position and capitalization as of December 31, 2004, on (1) an actual basis, (2) a pro forma basis after giving effect to the Transactions and (3) a pro forma basis as further adjusted to give effect to:

•

the                        split of our common stock that will occur immediately prior to the consummation of the offering; and



•

the sale of                        shares of common stock being offered by us hereby at an assumed initial public offering price of $    per share, the midpoint of the range set forth on the cover page of this prospectus, after deducting underwriting discounts, estimated offering expenses and other expenses.

        This table should be read in conjunction with our consolidated financial statements and the notes to the financial statements appearing elsewhere in this prospectus. See "Selected Historical Consolidated Financial and Other Data of Accuride" and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

			As of December 31, 2004
			Actual			Pro Forma for the Transactions			Pro Forma As Adjusted
				(unaudited) (dollars in thousands)
Cash and cash equivalents			$	71,843		$	47,798		$	—
Long-term debt (including current portion):
	Revolving credit facilities(a)		$	25,000		$	25,000		$
	Term credit facility			274,100			550,000
	Senior subordinated notes			189,580			275,000
	Other debt			0			3,100
		Total long-term debt (including current portion)	$	488,680		$	853,100		$	—
Stockholders' equity (deficiency)
	Preferred stock (par value)			0			0
	Common stock (par value)			52,086			144,086
	Treasury stock			(735	)		(735	)
	Accumulated deficit			(83,810	)		(105,119	)
	Accumulated other comprehensive loss			(12,113	)		(12,113	)
		Total stockholders' equity (deficiency)	$	(44,572	)	$	26,119		$
		Total capitalization	$	444,108		$	879,219		$

(a)

Our new senior credit facilities provide for borrowings of up to $95.0 million under our U.S. revolving credit facility and $30.0 million under our Canadian revolving credit facility. As of December 31, 2004, on a pro forma as adjusted basis, we would have had revolving loans outstanding of $25.0 million.

33

DILUTION

        If you invest in our common stock, your interest will between the initial public offering price per share of our common stock and the pro forma as adjusted net tangible book value per share of our common stock after the offering.

        Calculations relating to shares of common stock in the following discussion and tables assume that the following have occurred as of December 31, 2004:

•

the                        split of our common stock that will occur immediately prior to the consummation of the offering;



•

the Transactions; and



•

the issuance of 1,933.17 shares upon the occurrence of certain events, and TTI's achievment of certain performance goals in connection with the TTI merger.

        Our pro forma net tangible book value as of December 31, 2004 was a deficit of approximately $          million, or negative $          per share of common stock. Net tangible book value per share represents total tangible assets (total assets less goodwill and other intangible assets) less total liabilities, divided by the number of shares of common stock outstanding. After giving effect to the issuance and sale of              shares of our common stock in this offering, less underwriting discounts, offering-related expenses and other expenses, including the application of the net proceeds in accordance with "Use of Proceeds," our pro forma as adjusted net tangible book value as of December 31, 2004 would have been approximately $     million, or $      per share of common stock. This represents an immediate decrease in net tangible book value of $            per share to existing stockholders and an immediate dilution of $            per share to new investors purchasing shares of our common stock in the offering.

        The following table illustrates this dilution:

Assumed initial public offering price per share		$
Pro forma net tangible deficit per share as of December 31, 2004
Increase per share
Pro forma as adjusted net tangible book value per share
	Dilution per share to new investors	$

        The following table summarizes, as of December 31, 2004, on a pro forma as adjusted basis, the total number of shares of common stock acquired from our company for cash during the past five years by existing stockholders, and the total consideration received by us and the average price per share paid by them and by new investors purchasing shares of common stock in the offering, before deducting the underwriting discounts and estimated offering expenses that we will pay:

		Shares purchased			Total consideration
								Average price per share
		Number	Percent		Amount	Percent
Existing stockholders purchasing shares in the past five years(1)				%	$		%	$
New investors				%			%
	Total			%			%

(1)

Reflects an average per share price of $                        for the            shares of our common stock which will be outstanding after giving effect to the                        split.

34

        If the underwriters exercise their overallotment option in full, the number of shares held by new investors will be increased by                        , or approximately    % of the total number of outstanding shares of our common stock.

        The foregoing excludes 2,410.2 shares issuable upon exercise of currently outstanding options under the Accuride Corporation 1998 Stock Purchase and Option Plan and                         shares issuable upon the exercise of new options to be issued concurrently with consummation of the offering under our new Equity Incentive Plan (which number would be                        shares if the underwriters exercise their over-allotment option in full).

35

PRO FORMA CONSOLIDATED FINANCIAL DATA

Unaudited Pro Forma Consolidated Financial Statements

        The unaudited pro forma consolidated financial statements have been derived from the application of pro forma adjustments to the historical consolidated financial statements of Accuride and TTI and should be read in conjunction with those consolidated financial statements and the notes thereto and other financial data appearing elsewhere in this prospectus. The unaudited pro forma consolidated financial statements are not necessarily indicative of the results that would have actually occurred if the Transactions had been in effect on the dates indicated below or that may occur in the future.

        The accompanying unaudited pro forma consolidated balance sheet of the combined companies at December 31, 2004 and the related unaudited pro forma consolidated statements of income for the year ended December 31, 2004 give effect on a pro forma basis to the Transactions, as described on page 7 of this prospectus.

        The unaudited pro forma consolidated statements of income for the year ended December 31, 2004 have been prepared to reflect the Transactions as if they were consummated on January 1, 2004. The unaudited pro forma consolidated balance sheet reflects the Transactions as if they were consummated on December 31, 2004. The unaudited pro forma adjustments and preliminary allocation of purchase price are based upon valuations and other studies that have not yet been completed. Accordingly, the actual allocation of purchase price and the resulting effect on income from operations may differ significantly from the pro forma amounts included herein. The unaudited pro forma financial information is presented for informational purposes only.

36

Unaudited Pro Forma Consolidated Balance Sheet
As of December 31, 2004

			Accuride Historical			TTI Historical			Adjustments Acquisition			Notes	Adjustments Financing			Notes	Pro Forma
			(dollars in thousands)
CURRENT ASSETS:
	Cash and cash equivalents		$	71,843		$	1,150		$	(14,500	)	a(i)	$	(10,695	)	b(i)	$	47,798
	Customer receivables, net of allowance for doubtful accounts			55,067			72,948											128,015
	Other receivables			4,008			—											4,008
	Inventories, net			47,343			54,458			5,473 2,050		a(ii) a(iii)						109,324
	Supplies			13,027			—											13,027
	Deferred income taxes			3,671			7,398											11,069
	Prepaid expenses and other current assets			4,849			6,762											11,611
		Total current assets		199,808			142,716			(6,977	)			(10,695	)			324,852
PROPERTY, PLANT AND EQUIPMENT, NET				205,369			84,467			22,868		a(iv)						312,704
OTHER ASSETS:
	Goodwill			123,197			199,079			(199,079 252,558	)	a(v) a(vi)						375,755
	Investment in affiliates			3,752			0											3,752
	Deferred financing costs			3,805			8,890			(8,890	)	a(vii)		(3,049 9,708	)	b(ii) b(ii)		10,464
	Deferred income taxes			16,900			0			(16,900	)							0
	Pension benefit plan asset			30,924			0											30,924
	Intangible assets			0			41,695			(41,695 142,590	)	a(ix) a(x)						142,590
	Other			88			0											88
TOTAL			$	583,843		$	476,847		$	144,475			$	(4,036	)		$	1,201,129
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES:
	Accounts payable		$	54,952		$	67,198		$				$				$	122,150
	Current portion of long-term debt			1,900			322,138			7,000		a(xii)		(324,038 5,500 (7,000	) )	b(i) b(i) b(i)		5,500
	Accrued payroll and compensation			12,848			11,764			2,021		a(xi)						26,633
	Accrued interest payable			8,142			6,767							(14,909	)	b(i)
	Income taxes payable			7,790														7,790
	Accrued and other liabilities			6,489			26,007			190		a(xviii)						32,686
		Total current liabilities		92,121			433,874			9,211				(340,447	)			194,759
LONG-TERM DEBT, less current portion				486,780			3,100							844,500 (487,100 320	)	b(i) b(i) b(iii)		847,600
OTHER POSTRETIREMENT BENEFIT PLAN LIABILITY				22,987			15,230			28,879		a(xiii)						67,096
PENSION BENEFIT PLAN LIABILITY				25,836			11,973											37,809
DEFERRED INCOME TAX LIABILITY							7,628			32,620 (16,900	)	a(xv)						23,348
OTHER LIABILITIES				691			3,042			665		a(xviii)						4,398
STOCKHOLDERS' EQUITY (DEFICIENCY):
	Preferred stock						2			(2	)	a(xvi)						0
	Common stock and additional paid in capital			52,086			217,044			(217,044 92,000	)	a(xvi) a(xvii)						144,086
	Treasury stock			(735	)		0											(735	)
	Accumulated other comprehensive income (loss)			(12,113	)		(15,589	)		15,589		a(xvi)						(12,113	)
	Retained earnings (deficit)			(83,810	)		(199,457	)		199,457		a(xvi)		(21,309	)	b(iv)		(105,119	)
		Total stockholders' equity (deficiency)		(44,572	)		2,000			90,000				(21,309	)			26,119
TOTAL			$	583,843		$	476,847		$	144,475			$	(4,036	)		$	1,201,129

See Notes to Unaudited Pro Forma Consolidated Financial Statements

37

Unaudited Pro Forma Consolidated Statement of Income
Year Ended December 31, 2004

		Accuride Historical			TTI Historical			Adjustments Acquisitions			Notes	Adjustments Financing		Notes	Pro Forma
		(dollars in thousands, except per share data)
NET SALES		$	494,008		$	588,340		$				$			$	1,082,348
COST OF GOODS SOLD			390,893			512,624			1,283 2,050 (3,840	)	c(i) c(ii) c(iii)					903,010
GROSS PROFIT			103,115			75,716			507				—			179,338
OPERATING EXPENSES:
	Selling, general and administrative		25,550			39,744			4,285 100		c(iv) c(vix)		—			69,679
	Severance expense for former CEO		—			3,460										3,460
	Merger costs					952										952
	Loss on disposition of P, P&E		—			2,203										2,203
	Failed IPO expense					2,908										2,908
INCOME FROM OPERATIONS			77,565			26,449			(3,878	)			—			100,136
OTHER INCOME (EXPENSE):
	Interest income		244			—										244
	Interest (expense)		(37,089	)		(31,928	)						2,458 14,914	c(v) c(vi)		(51,645	)
	Loss on debt extinguishment		0			(10,655	)						10,655	c(vii)		0
	Equity in earnings of affiliates		646			—										646
	Other income (expense), net		108			—										108
INCOME (LOSS) BEFORE INCOME TAXES			41,474			(16,134	)		(3,878	)			28,027			48,489
INCOME TAX PROVISION (BENEFIT)			19,698			(1,229	)		(1,512	)	c(viii)		10,930	c(viii)		27,887
NET INCOME (LOSS)		$	21,776		$	(14,905	)	$	(2,366	)		$	17,097		$	21,602
Preferred stock dividends			—			(31,075	)									—
Net income (loss) available to common stockholders		$	21,776		$	(45,980	)								$	21,602
Weighted average common shares outstanding-basic			24,800			2,674,418										38,276
Basic earnings (loss) per share		$	878		$	(17.19	)								$	564
Weighted average common shares outstanding-diluted			25,760			2,674,418										39,724
Diluted earnings (loss) per share		$	845		$	(17.19	)								$	544

See Notes to Unaudited Pro Forma Consolidated Financial Statements

38

Notes to the Unaudited Pro Forma Consolidated Financial Statements

Note 1: Pro Forma Adjustments

(a)

The TTI merger will be accounted for by the purchase method of accounting. Under purchase accounting, the total purchase price will be allocated to the tangible and intangible assets and liabilities of TTI based upon their respective fair values. This allocation will be based upon valuations and other studies that have not yet been completed. A preliminary allocation of the purchase price has been made to major categories of assets and liabilities based on available information. The actual allocation of purchase price and the resulting effect on income from operations may differ significantly from the pro forma amounts included herein.

The value of TTI was estimated by valuing each of TTI's operating segments individually and then summing these to determine the value of the consolidated entity. Discounted cash flow and market comparable approach indications of value, were used to determine a range of values for each operating segment. After reaching a conclusion on the combined value of the operating segments, the implied equity value of TTI was determined by subtracting TTI's debt on the date of the transaction. The implied equity value of TTI was $92 million.

Included in the cost of the purchase are $14.5 million of direct costs including $8.5 million of advisory fees and $6.0 million of fees paid to outside consultants including legal, accounting, and appraisal services.

Discounted cash flow analyses were prepared using five-year financial projections developed by our management based on their due diligence. The projections were prepared for each operating segment and included provisions for required investments in working capital and capital expenditures. The analyses used appropriate discount rates based on a weighted average cost of capital calculation utilizing equity returns generated by the Capital Asset Pricing Model. To estimate the residual value of each operating segment (the value of the segment after the explicit forecast period), the analyses utilized exit multiples consistent with those described in the market approach discussion below.

A comprehensive market comparable approach was performed utilizing comparable companies, including companies in the heavy-duty truck industry. EBIT and EBITDA multiples were calculated for the comparable public companies using January 31, 2005 stock prices. Multiples were selected using the relevant comparable companies, on a unit by unit basis, based upon consideration of many factors including size, risk, profitability, quality of earnings, and growth expectations. The historical and forecasted EBIT and EBITDA of the

39

TTI business units were then multiplied by the selected EBIT and EBITDA multiples to yield indications of value.

					(dollars in thousands)
Estimated Purchase Price of Equity						$	92,000		a(xvii)
Estimated Acquisition Costs							14,500		a(i)
							106,500
Net assets of TTI at historical costs							2,000		a(xvi)
Excess of purchase price over net assets acquired at historical costs						$	104,500
Adjustments to Net Assets Acquired:
Elimination of existing goodwill			(199,079	)	a(v)
Elimination of existing intangibles			(41,695	)	a(ix)
Elimination TTI LIFO reserve			5,473		a(ii)
Estimated Fair Value of Assets and Liabilities (excluding Intangibles) in Excess of Book Value:
Increase in fair value of inventory			2,050		a(iii)
Increase in property, plant and equipment			22,868		a(iv)
Increase in pension and OPEB liability			(28,879	)	a(xiii)
Increase in liabilities associated with severance contracts			(2,021	)	a(xi)
Increase in liabilities associated with non-cancelable operating leases			(855	)	a(xviii)
Elimination of deferred financing costs			(8,890	)	a(vii)
Increase in fair value of long term debt—prepayment penalty			(7,000	)	a(xii)
Estimated Fair Values of Intangible Assets Acquired:
Backlog (finite life)			650		a(x)
Trade names (indefinite life)			38,080		a(x)
Technology (finite life)			33,540		a(x)
Customer relations (finite life)			70,320		a(x)
Adjustments to Deferred Income Taxes:
	Total adjustments above (excluding goodwill)	83,641
	Tax effect at 39%		(32,620	)	a(xv)		(148,058	)
Excess of Purchase Price Over Identifiable Net Assets							252,558		a(vi)
						$	104,500

40

(b)

Assumptions related to refinancing adjustments for the unaudited pro forma consolidated balance sheet as of December 31, 2004:



b(i)

Pro forma results contemplate the refinancing of Accuride's and TTI's outstanding senior bank debt as well as the financing of Accuride and TTI's subordinated debt.

			As of December 31, 2004
Sources:
New senior credit facilities
	Term loan facility		$	550,000	(a)
	Revolving credit facility			25,000
81/2% senior subordinated notes				275,000
			$	850,000
Uses:
	Debt repayments/extinguishments:
		Extinguish Accuride's senior subordinated notes	$	(189,900	)
		Extinguish TTI's senior subordinated notes		(100,000	)
		Repayment of Accuride's senior credit facilities		(299,100	)
		Repayment of TTI's senior credit facilities		(222,138	)
			$	(811,138	)(b)
	Payments of accrued interest and acquisition related accruals:
		Interest	$	(14,909	)
		Redemption premium on TTI's senior credit facilities		(4,000	)
		Redemption premium on TTI's senior subordinated notes		(3,000	)
			$	(21,909	)
	Fees and expenses incurred and paid in connection with the refinancing		$	(27,648	)(c)
			$	(860,695	)
Net decrease in cash and cash equivalents			$	10,695

        (a)   The new senior credit facilities require current amortization payments of $5,500 during 2005.

        (b)   The historical debt instruments refinanced included current portions of $324,038 and long-term portions of $487,100.

        (c)   Fees and expenses includes the following:

	As of December 31, 2004
Bank fees	$	9,599
Bond issuance fees		6,875
Interest and pre-payment penalty		2,320
Call premium		2,928
Legal, accounting and advisory fees		5,926
	$	27,648

b(ii)

The deferred financing costs of $3,049 related to historical debt has been expensed and $9,708 of the new financing fees included in the total fees and expenses incurred of

41

$27,648 discussed in b(i)(c) have been capitalized and will be amortized over the term of the related debt.

b(iii)

Historic long-term debt includes $320 of unamortized bond discount related to Accuride's senior subordinated notes. Long-term debt has been increased to reflect the write-off of the unamortized discount.



b(iv)

Retained earnings decreased $21,309 as a result of $17,940 of fees and expenses associated with the financing that had not previously been accrued and were not capitalized, $3,049 of non-cash amortization of deferred financing costs (discussed in b(ii)), and $320 of non-cash amortization of bond discount.



(c)

Assumptions for the unaudited pro forma consolidated statement of income for the year ended December 31, 2004:



c(i)

Depreciation expense has been revised to reflect preliminary allocations of fair values and increases in and remaining useful lives of assets as part of the TTI merger, as follows:

	Fair Value		Useful Life	Depreciation Expense
Land	$	5,712	n/a		n/a
Building		37,402	9-19 years	$	3,535
Machinery & Equipment		65,854	1-14 years		11,018
Total pro forma depreciation expense					14,553
Less historical depreciation expense					(13,270	)
				$	1,283

c(ii)

Cost of sales has been increased by $2.1 million to reflect the sale of inventory that has been adjusted to fair value as part of the TTI merger.



c(iii)

Cost of sales has been increased by $3.8 million to reverse the impact in expected changes in the LIFO reserve.



c(iv)

Amortization expense has been revised to reflect the preliminary allocations of intangible assets acquired, as follows:

	Fair Value		Useful Life	Amortization Expense
Backlog	$	650	Less than 1 year		n/a
Trade names		38,080	indefinite		n/a
Technology		33,540	10-15 years	$	2,293
Customer relationships		70,320	15-30 years		2,403
Total pro forma amortization expense					4,696
Less historical amortization expense					(411	)
				$	4,285

c(v)

Reversal of 2004 amortization of deferred financing costs of $3.9 million which had previously been charged to interest expense. This was offset by estimated amortization of deferred financing costs of $1.4 million on the financing.

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c(vi)

Reflects pro forma interest expense resulting from our new capital structure based on an assumed LIBOR of 240 basis points as follows:

Revolving credit facility (1)	$	1,225
Term Loan B facility (2)		25,575
Senior Subordinated Notes (3)		23,375
Total pro forma interest		50,175
Less historical net interest		(65,089	)
	$	(14,914	)

(1)

Reflects pro forma interest expense on our new revolving credit facility assuming an initial outstanding balance of $25.0 million and using an effective interest rate of LIBOR plus 250 basis points.



(2)

Reflects pro forma interest expense on our new Term Loan B Facility assuming an initial outstanding balance of $550.0 million using effective interest rate of LIBOR plus 225 basis points.



(3)

Reflects pro forma interest expense on $275.0 million of notes offered at an interest rate of 8.5 percent.






For the year ended December 31, 2004, a ¹/8% variance in the interest rate would cause a change in interest expense of $1.1 million.



c(vii)

Reversal of TTI's 2004 debt extinguishment costs of $10.7 million.



c(viii)

Tax effect of pro forma adjustments at 39%.



c(vix)

To reflect incremental difference between historical management services fees of $0.9 million and pro forma fees of $1.0 million (see Note 3).

Note 2: Earnings Per Share

        Earnings per share are calculated by dividing net earnings by the weighted average shares outstanding. Unaudited pro forma basic and diluted earnings per share have been calculated in accordance with the SEC rules for initial public offerings. These rules require that the weighted average share calculation give retroactive effect to any changes in our capital structure as well as the number of shares whose sale proceeds will be used to repay any debt reflected in the pro forma adjustments.

        Set forth below is a reconciliation of our pro forma weighted average common shares outstanding-basic and diluted:

		Basic	Diluted
Accuride historical weighted average outstanding shares		24,800	25,760
Issuance of common stock to TTI group as discussed on page 31		13,476	13,476
Additional dilutive stock equivalents resulting from the impact of the change in fair value of Accuride stock due to the TTI merger		—	488
	Pro forma weighted average outstanding shares	38,276	39,724

Note 3: Management Services Agreement

        Pursuant to the management services agreement described in this prospectus, which is to be effective upon the completion of the TTI merger, KKR has agreed to render management, consulting

43

and financial services to us for an annual fee of $665,000, while Trimaran has agreed to render management, consulting and financial services to us for an annual fee of $335,000.

Note 4: Pro Forma EBITDA

        Pro forma EBITDA is not intended to represent cash flows as defined by GAAP and should not be considered as an alternative to net income as an indicator of our operating performance or to cash flows as a measure of liquidity. We have included information concerning pro forma EBITDA because it is a basis upon which we assess our financial performance and incentive compensation and certain covenants in the Company's borrowing arrangements are tied to similar measures. In addition, EBITDA is used by certain investors as a measure of the ability of a company to service or incur indebtedness and because it is a financial measure commonly used in our industry.

        Pro forma EBITDA consists of our pro forma net income before pro forma interest expense, pro forma income tax expense and pro forma depreciation and amortization. Set forth below is a reconciliation of our pro forma net income to pro forma EBITDA:

		Year Ended December 31, 2004
Pro Forma net income		$	21,602
	Income tax expense		27,887
	Interest expense		51,401
	Depreciation and amortization		47,687
Pro Forma EBITDA		$	148,577

Note 5: Unusual Items (Increasing) Decreasing Pro Forma EBITDA

	Year Ended December 31, 2004
Selling, general and administrative expenses (1)	$	362
Net loss on disposition of property, plant and equipment (2)		2,203
Chief executive officer severance (3)		3,460
Transaction related costs (4)		3,860
Business interruption costs (5)		(319	)
Items related to Accuride's credit agreement (6)		(108	)
Inventory adjustment (7)		2,050
	$	11,508

(1)

TTI's selling, general and administrative expenses in 2004 included $0.4 million, related to professional fees for the 2001 audit performed in connection with TTI's proposed initial public offering.

(2)

In the quarter ended June 30, 2004, TTI entered into negotiations with a buyer for the sale of certain of its assets held for sale at its Erie, Pennsylvania location at a price below carrying value. To comply with the requirements of SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," TTI recorded an impairment loss of $2.2 million.

(3)

In August 2004, TTI recorded severance expense of $3.5 million in connection with the retirement of its former chief executive officer.

44

(4)

Transaction related costs include $2.9 million of TTI's expenses related to the aborted initial public offering in 2004 and $1.0 million of expenses related to the merger in 2004.

(5)

Business interruption costs for 2004 included $1.2 million for costs associated with roof damage and resulting business interruption sustained at Accuride's facility in Cuyahoga Falls, Ohio and $0.5 million of additional cost associated with the fire damage and resulting business interruption sustained at Accuride's facility in Cuyahoga Falls, Ohio in August 2003. These costs were offset by insurance proceeds in the amount of $2.0 million related to our business interruption claim.

(6)

Items related to Accuride's credit agreement in 2004 included other income of $0.1 million.

(7)

Cost of sales on a pro forma basis included $2.1 million to reflect the sale of inventory that has been adjusted to fair value as part of the TTI merger.

Note 6: Transaction Costs

        Excluding accrued interest and redemption premiums, we paid approximately $39.2 million of transaction fees and expenses as follows:

Acquisition costs
	Advisory fees	$	8,500
	Outside consultants		6,000
Financing costs
	Bank fees		9,599
	Bond issuance fees		6,875
	Interest and pre-payment penalty		2,320
	Legal, accounting and advisory fees		5,926
		$	39,220

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA OF ACCURIDE

        The following tables set forth our selected historical consolidated financial and other data as of the dates and for the periods indicated. The selected historical consolidated financial statements and other data as of and for the years ended December 31, 2000, 2001, 2002, 2003 and 2004 are derived from our audited consolidated financial statements for such periods, which have been audited by Deloitte & Touche LLP, an independent registered public accounting firm. The selected historical consolidated data are presented for informational purposes only and do not purport to project our financial position as of any future date or our results of operations for any future period. You should read the following selected historical financial information in conjunction with our consolidated financial statements and related notes and the information contained elsewhere in this prospectus and the information under "Capitalization" and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

Selected Historical Operations Data

		Years Ended December 31,
		2000			2001			2002			2003			2004
		(dollars in thousands)
Statement of Operations Data:
Net sales		$	475,804		$	332,071		$	345,549		$	364,258		$	494,008
Cost of sales(a)			396,587			298,275			286,232			301,428			390,893
Gross profit(a)			79,217			33,796			59,317			62,830			103,115
Operating expenses			29,494			31,000			24,014			23,918			25,550
Income from operations(a)			49,723			2,796			35,303			38,912			77,565
Interest income (expense), net(b)			(36,230	)		(40,199	)		(42,017	)		(49,877	)		(36,845	)
Equity in earnings of affiliates(c)			455			250			182			485			646
Other income (expense), net(d)			(6,157	)		(9,837	)		1,430			825			108
Income tax (expense) benefit			(5,278	)		13,836			(5,839	)		930			(19,698	)
Net income (loss)			2,513			(33,154	)		(10,941	)		(8,725	)		21,776
Earnings (Loss) Per Share Data:(e)
	Basic	$	101.35		$	(1,337.07	)	$	(441.24	)	$	(351.86	)	$	878
	Diluted		101.19			(1,337.07	)		(441.24	)		(351.86	)		845
Weighted average common shares outstanding:
	Basic		24,796			24,796			24,796			24,797			24,800
	Diluted		24,835			24,796			24,796			24,797			25,760
Balance Sheet Data (at year end):
Cash and cash equivalents		$	38,516		$	47,708		$	41,266		$	42,692			71,843
Working capital (deficit)(f)			12,977			7,364			21,712			35,845			37,744
Total assets			515,271			498,223			515,167			528,297			583,843
Total debt			448,886			476,550			474,155			490,475			488,680
Stockholders' equity (deficiency)			(29,200	)		(62,354	)		(53,249	)		(65,842	)		(44,572	)
Other Financial and Operating Data:
North American Class 8 heavy-duty truck production (units)			252,006			145,978			181,199			176,774			262,553
Net cash provided by (used in):
	Operating activities		66,343			1,359			15,307			7,964			58,329
	Investing activities		(51,688	)		(18,405	)		(19,766	)		(19,672	)		(27,272	)
	Financing activities		(8,632	)		26,238			(1,983	)		13,134			(1,906	)
EBITDA(g)			74,012			26,625			65,128			70,026			106,757
Unusual items (increasing) decreasing EBITDA(h)			15,333			14,353			3,421			2,061			(427	)
Capital expenditures			50,420			17,705			19,316			20,261			26,421
Depreciation and amortization(i)			29,991			33,416			28,213			29,804			28,438

(a)

Gross profit for 2000 reflected $5.0 million of costs related to integration and restructuring charges at our Monterrey, Mexico facility and $0.2 million of cost related to restructuring charges related to our other facilities. Gross profit for 2001 reflected $2.7 million of charges related to the closure of the Columbia, Tennessee facility, $1.6 million of restructuring charges related to our other facilities and a $2.6 million charge for impaired assets at the Monterrey, Mexico facility. Gross profit for 2002 reflected $0.9 million of costs related to a reduction in employee workforce, $0.4 million of costs related to non-cash pension curtailment expenses associated with a labor dispute in the Henderson, Kentucky facility plus $1.1 million of costs related to the consolidation of light wheel production. Gross profit for 2003 reflected $2.2 million for costs associated with the fire damage and resulting business interruption sustained at our facility in Cuyahoga Falls, Ohio in August 2003, $0.4 million for strike contingency costs associated with the recent renewal of our labor contract at our facility

46

in Erie, Pennsylvania and $0.3 million for pension related costs at our facility in London, Ontario. Gross profit for 2004 reflects $0.5 million for costs associated with the fire damage and resulting business interruption sustained at our facility in Cuyahoga Falls, Ohio in August 2003, $1.2 million for costs associated with roof damage and resulting business interruption sustained at our facility in Cuyahoga Falls, Ohio, offset by $2.0 million of insurance proceeds received in the fourth quarter of 2004 related to the business interruption portion of our 2003 fire claim.

(b)

Includes $11.3 million of refinancing costs during the year ended December 31, 2003. In 2000, $2.5 million relates to a gain on extinguishment of debt resulting from the repurchase of $10.1 million principal amount of our senior subordinated notes for $7.3 million.

(c)

Includes our income from AOT, Inc., a joint venture in which we own a 50% interest.

(d)

Consists primarily of realized and unrealized gains and losses related to the change in market value of our currency, commodity and interest rate derivative instruments.

(e)

Earnings per share are calculated by dividing net earnings by the weighted average shares outstanding.

(f)

Represents current assets less cash and current liabilities, excluding debt.

(g)

EBITDA is not intended to represent cash flows as defined by generally accepted accounting principles, or GAAP, and should not be considered as an alternative to net income as an indicator of our operating performance or to cash flows as a measure of liquidity. We have included information concerning EBITDA because it is a basis upon which we assess our financial performance and incentive compensation, and certain covenants in our borrowing arrangements are tied to this measure used by certain investors as a measure of the ability of a company to service or incur indebtedness and because it is a financial measure commonly used in our industry. In addition, EBITDA is presented in this prospectus may not be comparable to similarly titled measures used by other companies in our industry. EBITDA consists of our net income (loss) before interest expense, income tax (expense) benefit, depreciation and amortization. Set forth below is a reconciliation of our net income (loss) to EBITDA:

		Year Ended December 31,
		2000		2001			2002			2003			2004
		(dollars in thousands)
Net income (loss)		$	2,513	$	(33,154	)	$	(10,941	)	$	(8,725	)	$	21,776
	Income tax expense (benefit)		5,278		(13,836	)		5,839			(930	)		19,698
	Interest expense		36,230		40,199			42,017			49,877			36,845
	Depreciation and amortization		29,991		33,416			28,213			29,804			28,438
EBITDA		$	74,012	$	26,625		$	65,128		$	70,026		$	106,757

(h)

Net income (loss) was affected by the unusual items presented in the following table:

	Year Ended December 31,
	2000		2001		2002			2003			2004
	(dollars in thousands)
Restructuring and integration costs(1)	$	6,032	$	4,292	$	2,334
Aborted merger and acquisition costs(2)		3,147
Business interruption costs(3)								$	2,157		$	(319	)
Strike avoidance costs(4)									444
Other unusual items(5)				224		2,517			285
Items related to our credit agreement(6)		6,154		9,837		(1,430	)		(825	)		(108	)
Unusual items (increasing) decreasing EBITDA	$	15,333	$	14,353	$	3,421		$	2,061		$	(427	)

(1)

Restructuring and integration costs for 2000 included $5.4 million of restructuring and integration costs related to operations in Monterrey, Mexico and $0.6 million for restructuring costs in the United States. Restructuring and integration costs for 2001 included $2.7 million of charges related to the closure of the Columbia, Tennessee facility and $1.6 million of restructuring charges related to our other facilities. Restructuring and integration costs for 2002 included $1.2 million of costs related to a reduction in the employee workforce and $1.1 million of costs related to the consolidation of light wheel production.



(2)

In 2000, we incurred $3.1 million of costs related to aborted merger and acquisition activities.



(3)

Business interruption costs for fiscal 2003 included $2.2 million for costs associated with the fire damage and resulting business interruption sustained at our facility in Cuyahoga Falls, Ohio in August 2003. Business interruption costs for 2004 included $0.3 million for costs associated with the fire damage and resulting business interruption sustained at our facility in Cuyahoga Falls, Ohio in August 2003 and $0.5 million for costs associated with roof damage and resulting business interruption sustained at our facility in Cuyahoga Falls, Ohio. Business interruption costs for 2004 included

47

$1.2 million for costs associated with roof damage and resulting business interruption sustained at Accuride's facility in Cuyahoga Falls, Ohio and $0.5 million of additional costs associated with the fire damage and resulting business interruption sustained at Accuride's facility in Cuyahoga Falls, Ohio in August 2003. These costs were offset by insurance proceeds in the amount of $2.0 million related to our business interruption claim for the 2003 fire.

(4)

In 2003, we incurred $0.4 million for strike contingency costs associated with renewal of our labor contract at our facility in Erie, Pennsylvania.



(5)

Other unusual items in 2001 included $0.2 million of charges related to the amended and restated credit agreement entered into on July 27, 2001. Other unusual items in 2002 included $0.4 million of costs related to non-cash pension curtailment expenses associated with a labor dispute in the Henderson, Kentucky facility, $1.3 million one-time settlement fee paid to prior owner, $0.5 million of aborted business development costs and $0.4 million of other non-recurring professional fees related to a corporate restructuring at our Mexican subsidiary. Other unusual items in 2003 included $0.3 million for pension-related costs at our facility in London, Ontario.



(6)

Items related to our credit agreement refers to amounts utilized in the calculation of financial convenants in Accuride's senior debt facility. Items related to our credit agreement in 2000 consisted of foreign currency losses of $6.2 million. Items related to our credit agreement in 2001 consisted of foreign currency losses of $6.2 million and other expense of $3.6 million. Items related to our credit agreement in 2002 consisted of foreign currency losses of $1.6 million and other income of $3.1 million. Items related to our credit agreement in 2003 consisted of foreign currency gains of $0.9 million and other expense of $0.1 million. Items related to our credit agreement for the nine months ended September 30, 2003 included foreign currency losses of $0.5 million and other expense of $0.1 million. Items related to our credit agreement for the year ended December 31, 2004 included currency losses and other income of $0.1 million.

(i)

Effective January 1, 2002, Accuride adopted SFAS No. 142 "Accounting for Goodwill and Other Intangible Assets." No goodwill amortization was recorded during the years ended December 31, 2002, 2003, and 2004.

48

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        The following discussion contains management's discussion and analysis of financial condition and results of operations for both Accuride and TTI and should be read in conjunction with the "Selected Historical Consolidated Financial and Other Data of Accuride," and the consolidated financial statements of Accuride and TTI and the related notes, all included elsewhere in this prospectus. This section contains forward-looking statements that involve risks and uncertainties. See "Special Note Regarding Forward-Looking Statements." Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this prospectus, particularly under the heading "Risk Factors."

Accuride Corporation

General Overview

        We are one of the largest North American manufacturers of truck components for the heavy- and medium-duty truck industries, including the bus, commercial trailer and specialty vehicle markets. We primarily serve the North American medium-duty truck market and heavy-duty truck and commercial trailer market. In addition, we serve the light truck and other industrial markets.

        We design, manufacture and market one of the broadest portfolios of truck components in the industry. Our products include wheels and rims, wheel-end components and assemblies, truck body and chassis parts, seating assemblies and other truck components. We also manufacture products for various industrial end-markets, including industrial components and farm implements. Our products are marketed under what we believe are some of the most recognized brand names in the industry, including Accuride, Gunite, Imperial, Bostrom, Fabco and Brillion. Our product portfolio is supported by a centralized sales and marketing department and is manufactured in 17 strategically located facilities across the United States, Canada and Mexico.

        Our sales are affected to a significant degree by the heavy- and medium-duty truck and commercial trailer markets, which are subject to significant fluctuations due to economic conditions, changes in the alternative methods of transportation and other factors. We cannot assure you that fluctuations in these markets will not have a material adverse effect on our business, results of operations or financial condition.

        We have one reportable segment: the design, manufacture and distribution of component parts for heavy- and medium-duty trucks and commercial trailers. We sell our products primarily within North America and Latin America to original equipment manufacturers, or OEMs, and to the aftermarket.

TTI Merger

        On January 31, 2005, pursuant to the terms of an agreement and plan of merger, a wholly owned subsidiary of Accuride was merged with and into TTI, resulting in TTI becoming a wholly owned subsidiary of Accuride, which we refer to as the TTI merger. Upon consummation of the TTI merger, the stockholders of Accuride prior to consummation of the TTI merger owned 66.88% of the common stock of the combined company and the former stockholders of TTI owned 33.12% of the common stock of the combined company, with up to an additional 1,933.17 shares of the common stock of the combined company issuable to the former stockholders of TTI upon the occurrence of certain events, provided that TTI has achieved certain performance goals.

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Related Transactions

        In connection with the TTI merger:

•

we sold $275.0 million in aggregate principal amount of our 8¹/2% senior subordinated notes due 2015, which we refer to as our new senior subordinated notes in a private placement transaction;



•

we entered into senior secured credit facilities, consisting of a $550.0 million term loan credit facility and a revolving credit facility in an aggregate principal amount of $125.0 million, which is comprised of a new $95.0 million U.S. revolving credit facility and the continuation of a $30.0 million Canadian revolving credit facility ($25.0 million of the Canadian revolving credit facility was funded as of January 31, 2005);



•

we discharged all of Accuride's outstanding 9¹/4% senior subordinated notes due 2008, including accrued interest and a redemption premium;



•

we discharged all of TTI's outstanding 12¹/2% senior subordinated notes due 2010, including accrued interest and a redemption premium;



•

we repaid substantially all existing senior secured indebtedness of Accuride and TTI, including accrued interest and redemption premiums; and



•

we paid approximately $39.2 million of transaction fees and expenses.

        We refer to the TTI merger, the sale of our new senior subordinated notes and the borrowings under our new senior credit facilities collectively as the Transactions.

Business Outlook

        Following a three-year industry downturn, the heavy- and medium-duty truck and commercial trailer markets began to show signs of a cyclical recovery at the end of 2003. Freight growth, improved fleet profitability, equipment age, equipment utilization, and economic strength continue to drive order rates for new vehicles not seen in several years. The heavy- and medium-duty truck and commercial trailer markets and the related aftermarket are the primary drivers of our sales. These markets are, in turn, directly influenced by conditions in the North American truck industry generally and by overall economic growth and consumer spending. Current industry forecasts by analysts, including America's Commercial Transportation Publications, or ACT, predict that the North American truck industry will continue to gain momentum in 2005. We believe that the general economic recovery and pent-up demand should continue to drive the pace of recovery in the truck and commercial trailer industry. We cannot assure you, however, that the economic recovery will continue. Delayed or failed economic recovery could have a material adverse effect on our business, results of operations or financial condition.

        Our operating challenges are to meet these higher levels of production while improving our internal productivity, and at the same time, mitigate the margin pressure from rising material prices. Furthermore, we may be required to increase our level of outsourced production for some of our products due to production constraints, and such outsourcing may result in lower margins.

Financial Statement Presentation

        Net sales.    Our net sales are generated from the sale of truck components to the heavy- and medium-duty truck and commercial trailer markets. The heavy- and medium-duty truck markets and the related aftermarket are the primary drivers of our sales. These markets are, in turn, directly influenced by conditions in the North American truck industry generally and by overall economic growth and consumer spending. We also service a number of other markets, including light truck, industrial, construction, agriculture and lawn and garden, which are tied to general economic conditions

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except for the agriculture market, which is tied to those environmental and other factors that affect agricultural production.

        Cost of sales.    Our cost of sales includes the cost of raw materials such as steel, aluminum, steel scrap, pig iron, electricity, coke, natural gas, silicon sand, sand additives, coated sand, sheet and formed steel, bearings, purchased components, fasteners, foam, fabric and tube steel. The availability and price of steel, aluminum, steel scrap and pig iron are subject to market forces, including North American and international demand, freight costs, speculation and foreign exchange rates. During 2004 we experienced a sharp rise in raw material costs. We implemented surcharge price increases and base price increases to our customers to offset a portion of the increases in these raw materials costs. Our cost of sales also includes labor, utilities, freight, manufacturing depreciation and other manufacturing costs.

        Operating income.    Operating income represents net sales less cost of sales, selling, general and administrative expenses and other operating charges (credits).

Accuride Results of Operations

	Year Ended December 31,
	2002					2003					2004
	(dollars in thousands)
Net sales	$	345,549		100.0	%	$	364,258		100.0	%	$	494,008		100.0	%
Gross profit		59,317		17.2	%		62,830		17.2	%		103,115		20.9	%
Operating expenses		24,014		6.9	%		23,918		6.6	%		25,550		5.2	%
Income from operations		35,303		10.2	%		38,912		10.7	%		77,565		15.7	%
Equity in earnings of affiliate		182		0.1	%		485		0.1	%		646		0.1	%
Other (income) expense		(40,587	)	(11.7	)%		(49,052	)	(13.5	)%		(36,737	)	(7.4	)%
Net income (loss)	$	(10,941	)	(3.2	)%	$	(8,725	)	(2.4	)%	$	21,776		4.4	%

Comparison of Fiscal Years 2004 and 2003

        Net sales.    Net sales increased by $129.7 million, or 35.6%, in 2004 to $494.0 million, compared to $364.3 million in 2003. Approximately $112.0 million of the increase in net sales was a result of the continuing cyclical recovery in the commercial vehicle industry resulting in increases in the sales volume of both steel and aluminum wheels. In addition to the increase in the sales volume, net sales increased approximately $12.0 million due to price increases that were necessitated by the rising costs of raw materials.

        Gross profit.    Gross profit increased $40.3 million, or 64.2%, to $103.1 million for 2004 from $62.8 million for 2003. The increase was primarily attributable to the increase in sales volume and improved operating leverage. This increase was partially offset by unfavorable economics of approximately $18 million including steel surcharges and rising aluminum costs and the net impact of the strengthening Canadian Dollar in the amount of $6 million. These unfavorable economics were partially offset by the $12 million of price increases as discussed above.

        Operating expenses.    Operating expenses increased by $1.7 million, or 7.1% to $25.6 million for 2004 from $23.9 million for 2003. This increase is primarily the result of higher costs for performance based incentive compensation in 2004. As a percent of sales, operating expenses for 2004 decreased to 5.2%, compared to 6.6% for 2003.

        Equity in Earnings of Affiliates.    Equity in earnings of affiliates increased to $0.6 million for 2004 compared to $0.5 million for 2003 primarily as a result of an increase in sales volume driven by the on-going recovery in the commercial vehicle industry.

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        Other income (expense).    Net interest expense decreased to $36.8 million for 2004 from $49.9 million for 2003 primarily as a result of the $11.3 million of refinancing costs we incurred during 2003 associated with the refinancing of our senior debt. Other income for 2004 was $0.1 million compared to other income of $0.8 million in 2003. The $0.7 million decrease in other income is the result of fluctuations in foreign currency rates.

        Net income (loss).    We had net income of $21.8 million for the year ended December 31, 2004 compared to a net loss of $8.7 million for the year ended December 31, 2003. Included in the 2003 loss was $11.3 million of refinancing costs. Tax expense increased $20.6 million to $19.7 million for 2004 from a benefit of $0.9 million in 2003. The increase in tax expense was primarily the result of our increased pre-tax income.

Comparison of Fiscal Years 2003 and 2002

        Net sales.    Net sales increased by $18.8 million, or 5.4%, in 2003 to $364.3 million, compared to $345.5 million for 2002. The $18.8 million increase in net sales was primarily due to the beginning of the cyclical recovery in the commercial vehicle industry led by a $14 million increase in orders from commercial trailer and chassis OEMs, a $12 million increase in the sales volume of aluminum wheels related to improved market penetration and a $7 million increase related to the strengthening of the Canadian dollar. These increases were partially offset by a $9 million decrease resulting from the discontinuance of a certain light wheel program, a $3 million decrease due to a soft market in Mexico and a $4 million decrease resulting from continued pricing pressures.

        Gross profit.    Gross profit increased by $3.5 million, or 5.9%, to $62.8 million for 2003 from $59.3 million for 2002. The principal causes for the improvement in our gross profit were a $14 million increase in sales volume and product mix, along with a $4 million increase from operating improvements at our facilities. Factors unfavorably impacting our gross profit during 2003 included $4 million related to pricing, $3 million related to the strengthening Canadian dollar and $7 million of higher costs for steel, natural gas and employee benefits.

        Operating expenses.    Operating expenses remained relatively constant for the year ended December 31, 2003, compared to the year ended December 31, 2002.

        Equity in earnings of affiliates.    Equity in earnings of affiliates increased to $0.5 million for 2003 compared to $0.2 million for 2002, primarily as a result of a reversal of previously accrued taxes at AOT, Inc., a joint venture in which we owned a 50% interest.

        Other income (expense).    Net interest expense decreased to $38.6 million for 2003 compared to $42.0 million for 2002 due to declining interest rates. During 2003, we incurred $11.3 million of refinancing costs associated with the refinancing of our senior credit facilities. Other income for 2003 was $0.8 million compared to other income of $1.4 million in 2002. The $0.6 million decrease in other income was the result of fluctuations in foreign currency exchange rates and our 2002 interest rate instruments.

        Net income (loss).    We had a net loss of $8.7 million for the year ended December 31, 2003 compared to a net loss of $10.9 million for the year ended December 31, 2002. Included in the 2003 loss was $11.3 million of refinancing costs. The higher effective tax rate in 2002 was primarily attributable to an increase in our valuation allowance to reduce a deferred tax asset that we do not expect to fully utilize. The 2003 statutory benefit was impacted by fluctuations in currency and translation adjustments, which are recognized differently in foreign jurisdictions.

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TTI Results of Operations

	Year Ended December 31,
	2002					2003					2004
	(dollars in thousands)
Net sales	$	411,598		100.0	%	$	440,009		100.0	%	$	588,340		100.0	%
Gross profit		71,495		17.4	%		71,078		16.2	%		75,716		12.9	%
Selling, general and administrative expenses		36,673		8.9	%		38,896		8.8	%		39,744		6.8	%
Other operating charges (credits), net		—		—			(9,236	)	(2.1	)%		9,523		1.6	%
Operating income (loss)		34,822		8.5	%		41,418		9.4	%		26,449		4.5	%
Interest expense		42,306		10.3	%		40,362		9.2	%		31,928		5.4	%
Other (income) expense, net		(92	)	—			(8,693	)	(2.0	)%		10,655		1.8	%
Income tax expense (benefit)		(1,679	)	(0.4	)%		6,248		1.4	%		(1,229	)	(0.2	)%
Net income (loss) before cumulative effect of accounting change		(5,713	)	(1.4	)%		3,501		0.8	%		(14,905	)	(2.5	)%
Cumulative effect of accounting change		(3,794	)	(0.9	)%		—		—			—		0.0	%
Net income (loss)	$	(9,507	)	(2.3	)%	$	3,501		0.8	%	$	(14,905	)	(2.5	)%

Year ended December 31, 2004 compared to year ended December 31, 2003

        Net sales.    Net sales for the year ended December 31, 2004, were $588.3 million, an increase of 33.7% compared to net sales of $440.0 million for the year ended December 31, 2003. TTI's net sales to the OEM market and other markets increased $126.6 million, or 39.8%, to $444.7 million. Approximately $19.9 million of this increase resulted from price increases and surcharges assessed to cover a portion of the increase in material costs for the related production. The remaining increase in net sales was primarily a result of the continuing cyclical recovery in the North American Class 5-8 truck builds which increased 31.3% to 506,428 units built during the year ended December 31, 2004, from 385,626 units built during the same period of 2003. TTI's net sales to the aftermarket increased by $21.7 million, or 17.8%, to $143.6 million. Approximately $7.9 million of this increase resulted from price increases and surcharges assessed to cover a portion of the increase in material costs for the related production. The remaining increase in aftermarket sales resulted from a combination of factors including increased truck fleet age, increasing truck fleet utilization rates, increasing freight ton miles and an increase in TTI's market share.

        Gross profit.    Gross profit increased $4.6 million, or 6.5%, to $75.7 million for the year ended December 31, 2004, from $71.1 million for the year ended December 31, 2003. The favorable impact of higher sales volume, which included $27.8 million of surcharges and price increases, was partially offset by the unfavorable impact of higher raw material costs of $40.6 million, primarily scrap steel, pig iron, aluminum, processed steel and outsourcing.

        Selling, general and administrative expenses. Selling, general and administrative expenses increased by $0.8 million, or 2.2%, to $39.7 million in 2004, from $38.9 million in 2003. This increase was primarily due to expenses associated with increased sales volume offset by a $2.3 million reduction in performance bonus. Selling, general and administrative expenses decreased as a percentage of sales to 6.8% in 2004 from 8.8% in 2003.

        Other operating charges (credits), net.    Other operating charges (credits), net increased by $18.7 million to $9.5 million charges for the year ended December 31, 2004, from $9.2 million credits for the year ended December 31, 2003. Other operating charges (credits), net in 2004 consisted of $2.9 million for cost associated with TTI's unexecuted initial public offering of common stock, $3.5 million of severance expenses for TTI's former Chief Executive Officer who retired in August 2004, a $2.2 million impairment loss of TTI's assets held for sale at TTI's Erie, Pennsylvania location and $1.0 million in merger costs. In 2003, other operating credits, net consisted of $2.6 million

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from asset dispositions (principally a $3.6 million gain on the sale of TTI's Emeryville, California plant) and a $6.6 million credit from the reduction in TTI's estimated environmental remediation liability.

        Interest expense.    Interest expense decreased by $8.5 million, or 20.9%, to $31.9 million in 2004 compared to $40.4 million in 2003, due primarily to reduced average borrowings, lower interest rates, the expiration of an interest protection contract in 2003 and a reduction in the amount of amortization of deferred financing fees and debt discount.

        Other (income) expenses, net.    Other (income) expense, net in 2004 represented $10.7 million of debt extinguishment costs resulting from the write-off of deferred financing costs and debt discount related to retirement of TTI's old senior subordinated notes repaid in connection with the issuance of TTI's new senior subordinated notes in May 2004 and costs associated from the write-off of deferred financing costs related to TTI's old senior credit facility which was refinanced in March 2004. Other (income) expense, net for 2003 of $8.7 million consisted of a $10.0 million gain on the sale of TTI's railcar interest in 2001 which had been deferred until the buyer's right to sell the interest back to TTI expired (see Note 19 to TTI's audited consolidated financial statements included elsewhere in this prospectus), a $1.8 million loss on the retirement of $40 million of TTI's existing senior subordinated notes and $0.5 million of interest income.

        Income tax expense (benefit).    TTI's effective tax rates of (7.6)% and 64.1% for the year ended December 31, 2004 and 2003, respectively, differ from the statutory rate of 35% primarily as a result of taxes in state jurisdictions and an increase in valuation and other adjustments and taxes on the gain on subordinated debt purchases in 2003.

Comparison of Fiscal Years 2003 and 2002

        Net sales.    Net sales increased by $28.4 million, or 6.9%, in 2003 to $440.0 million, compared to $411.6 million in 2002. TTI's net sales to the aftermarket increased by $18.1 million, or 17.5%, to $121.9 million. TTI believes this increase resulted from a combination of factors including increasing truck fleet age, truck fleet utilization rate and freight tonmiles and increases in TTI's market share.

        The improving economy drove the increase in freight tonmiles and fleet utilization. TTI's net sales to the OEM market in 2003 increased by $10.2 million, or 3.3%, to $318.1 million, compared to a 0.1% increase in North American heavy- and medium-duty truck build. TTI believes the increase in OEM sales was due to increased market share created by demand for its products and strong customer relationships.

        Gross profit.    Gross profit decreased by $0.4 million, or 0.6%, to $71.1 million in 2003 from $71.5 million in 2002. Gross profit margins were unfavorably impacted during 2003, due primarily to higher costs for raw materials and utilities, including steel scrap and other metals, electricity and natural gas.

        Selling, general and administrative expenses.    SG&A increased by $2.2 million, or 6.0%, to $38.9 million in 2003, from $36.7 million in 2002. The increase was largely attributable to increased healthcare expense for retirees of $1.5 million due both to inflation and increased claims.

        Other operating charges (credits), net.    Other operating charges (credits), net in 2003 totaled $9.2 million and consisted of $2.6 million from asset dispositions (principally a $3.6 million gain on the sale of TTI's Emeryville, California plant) and a $6.6 million credit from the reduction in TTI's estimated environmental remediation liability. See Note 15 to TTI's audited consolidated financial statements included elsewhere in this prospectus.

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        Interest expense.    Interest expense decreased by $1.9 million, or 4.5%, to $40.4 million for 2003 compared to $42.3 million for 2002, due primarily to the realization of a lower effective interest rate on TTI's old senior credit facility, resulting from the expiration of fixed interest rate swaps and lower index rates and the effect of lower average borrowings under TTI's old senior credit facility. This impact was partially offset by a $1.8 million increase in interest expense due to the effect of increased average senior subordinated borrowings.

        Other (income) expense, net.    Other (income) expense, net for 2003 of $8.7 million consisted of a $10.0 million gain on the sale of TTI's railcar interest, in 2001 which had been deferred until the buyers' right to sell the interest back to TTI expired (see Note 19 to TTI's audited consolidated financial statements included elsewhere in this prospectus), a $1.8 million loss on the retirement of $40 million of TTI's existing senior subordinated notes and a $0.5 million of interest income.

        Income tax expense (benefit).    Income taxes for 2003 were $6.2 million, compared to an income tax benefit of $1.7 million in 2002. Income tax as a percentage of pre-tax income was 64.1% as compared to a federal statutory rate of 35.0%. The rate differential resulted primarily from the December 19, 2003 purchase of TTI's existing senior subordinated notes by a group of its common equity holders. This transaction was deemed a taxable transaction to TTI due to the fact that the purchasers collectively held a majority of TTI's common stock.

        Net income (loss).    TTI had net income of $3.5 million in 2003 compared to a net loss of $9.5 million in 2002. As described under "Critical Accounting Policies and Estimates—Accounting for Goodwill and Indefinite-Lived Intangibles," TTI recorded goodwill impairment of $3.8 million, net of tax of $2.4 million, as a cumulative effect of a change in accounting principle at January 1, 2002. Before the cumulative effect recorded upon adoption of Statement of Financial Accounting Standards, or SFAS, No. 142, "Accounting for Goodwill and Other Intangible Assets," TTI's net loss in 2002 was $5.7 million.

Liquidity and Capital Resources

        Accuride's and TTI's net cash provided by operating activities in 2004 amounted to $58.3 million and $4.7 million, respectively, compared to $8.0 million and $7.8 million, respectively, for the comparable period in 2003. Accuride's and TTI's net cash used in investing activities totaled $27.3 million and $9.1 million, respectively, for the year ended December 31, 2004, compared to a net use of cash of $19.7 million and $8.4 million, respectively, for the year ended December 31, 2003. Accuride's capital spending in 2004 included $4.0 million related to installing manufacturing capacity for the production of light, full-face design wheels at its facility in London, Ontario and $8.5 million for the installation of additional machining capacity for aluminum wheels at its facility in Cuyahoga Falls, Ohio. TTI's capital spending in 2004 included $1.3 million invested in tooling for its new C-Series seat line.

        Accuride's net cash used in financing activities totaled $2.0 million for the year ended December 31, 2004 compared to net cash provided by financing activities of $13.1 million for the comparable period in 2003. During 2004, Accuride made a $1.0 million payment on the Term C loan under its third amended and restated credit agreement and a $0.9 million payment on the new Term B loan under its third amended and restated credit agreement. TTI's net financing activities for 2004 were a $5.5 million source of funds, consisting of $215.0 million of proceeds from TTI's senior secured term loan facilities and $4.0 million in net repurchasing from its revolving credit facilities, offset by $0.9 million in payments on its senior term loan facility, $196.5 million in repayments on its senior term loans and senior subordinated notes and $8.1 million in financing costs.

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        Accuride's and TTI's primary sources of liquidity are cash flows from operations and borrowings under the individual company's revolving credit facilities. Primary uses of cash for both companies are funding working capital requirements, capital expenditures and debt service.

        We expect our capital expenditures to total approximately $40.0 million in 2005. It is anticipated these capital expenditures will fund (1) investments in productivity and low cost manufacturing improvements in 2005 of approximately $10 million, (2) equipment and facility maintenance of approximately $25.0 million and (3) capacity expansion of approximately $5.0 million. These expenditures will be funded by cash generated from operations and existing cash reserves.

Pro Forma

        We intend to fund ongoing operations through cash generated by operations and borrowings under our new senior credit facilities.

        Our new senior credit facilities provide for (1) a new term credit facility in an aggregate principal amount of $550.0 million that will mature on January 31, 2012 and (2) a revolving credit facility in an aggregate principal amount of $125.0 million (comprised of a new $95.0 million U.S. revolving credit facility and the continuation of a $30.0 million Canadian revolving credit facility) that will terminate on January 31, 2010. The new term credit facility requires quarterly amortization payments of $1.4 million to commence on March 31, 2005, with the balance paid on the maturity date for the term credit facility. The interest rates per annum applicable to loans under our new senior credit facilities are, at the option of us or Accuride Canada Inc., as applicable, a base rate or eurodollar rate plus, in each case, an applicable margin which is subject to adjustment based on our leverage ratio. The base rate is a fluctuating interest rate equal to the highest of (a) the base rate reported by Citibank, N.A. (or, with respect to the Canadian revolving credit facility, the reference rate of interest established or quoted by Citibank Canada for determining interest rates on U.S. dollar denominated commercial loans made by Citibank Canada in Canada), (b) a reserve adjusted three-week moving average of offering rates for three-month certificates of deposit plus one-half of one percent (0.5%) and (c) the federal funds effective rate plus one-half of one percent (0.5%). The obligations under our new senior credit facilities are guaranteed by all of our domestic subsidiaries. The loans under the credit facilities are secured by, among other things, a lien on substantially all of our U.S. properties and assets and of our domestic subsidiaries and a pledge of 66% of the stock of our foreign subsidiaries. The loans under the Canadian revolving facility are also secured by substantially all of the properties and assets of Accuride Canada Inc.

        The new senior credit facilities contain numerous financial and operating covenants that limit the discretion of management with respect to certain business matters. These covenants place significant restrictions on, among other things, our ability to incur additional debt, to pay dividends, to create liens, to make certain payments and investments and to sell or otherwise dispose of assets and merge or consolidate with other entities. We are also required to meet certain financial ratios and tests, including a leverage ratio, an interest coverage ratio and a fixed charge coverage ratio. Failure to comply with the obligations contained in the credit documents could result in an event of default, and possibly the acceleration of the related debt and the acceleration of debt under other instruments evidencing indebtedness that may contain cross-acceleration or cross-default provisions.

        We issued $275.0 million aggregate principal amount of 8¹/2% senior subordinated notes due 2015 in a private placement transaction. Interest on the senior subordinated notes is payable on February 1 and August 1 of each year, beginning on August 1, 2005. The notes mature on February 1, 2015 and may be redeemed, at our option, in whole or in part, at any time on or before February 1, 2010 at a price equal to 100% of the principal amount, plus an applicable make-whole premium, and accrued and unpaid interest and special interest if any, to the date of redemption, and on or after February 1, 2010 at certain specified redemption prices. In addition, on or before February 1, 2008, we may redeem

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up to 40% of the aggregate principal amount of notes issued under the indenture with the proceeds of certain equity offerings. The new senior subordinated notes are general unsecured obligations (1) subordinated in right of payment to all of our and the guarantors' existing and future senior indebtedness, including any borrowings under our new senior credit facilities; (2) equal in right of payment with any of our and the guarantors' existing and future senior subordinated indebtedness; (3) senior in right of payment to all of our and the guarantors' existing and future subordinated indebtedness and (4) structurally subordinated to all obligations of our subsidiaries that do not guarantee our new senior subordinated notes.

        The indenture governing our new senior subordinated notes also contains numerous covenants including, among other things, restrictions on our ability to incur or guarantee additional indebtedness or issue disqualified or preferred stock, pay dividends or make other equity distributions, repurchase or redeem capital stock, make investments or other restricted payments, sell assets or consolidate or merge with or into other companies, create limitations on the ability of our restricted subsidiaries to make dividends or distributions to us, engage in transactions with affiliates and create liens.

        Although we believe our cash on hand, availability under our new senior credit facilities and positive cash flows from operations will provide us with sufficient liquidity during the next 12 months, our ability to make payments on and to refinance our indebtedness and to fund planned capital expenditures and research and development efforts will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. In addition, our assumptions with respect to future costs may not be correct, and funds available to us from the sources discussed above may not be sufficient to enable us to service our indebtedness, including our new senior subordinated notes, or cover any shortfall in funding for any unanticipated expenses. In addition, to the extent we make future acquisitions, we may require new sources of funding including additional debt, or equity financing or some combination thereof. We may not be able to secure additional sources of funding on favorable terms or at all.

        We cannot assure you that our business will generate sufficient cash flow from operations, that currently anticipated cost savings and operating improvements will be realized on schedule or that future borrowings will be available to us under our new senior credit facilities in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell material assets or operations, obtain additional equity capital or refinance all or a portion of our indebtedness. We cannot assure you as to the timing of such asset sales or the proceeds which we could realize from such sales and we cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms, if at all.

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Pro Forma Contractual Obligations and Commercial Commitments

        The following table summarizes our contractual obligations and commercial commitments as of December 31, 2004 on a pro forma basis and the effect such obligations and commitments are expected to have on our liquidity and cash flow in future periods:

		Payments due by period
		Total		Less than 1 year		1 - 3 years		3 - 5 years		More than 5 years
		(dollars in millions)
Long-term debt		$	853.1	$	5.5	$	10.1	$	35.1	$	802.4
Interest on long-term debt(a)			233.8		23.4		46.8		46.8		116.9
Interest on variable rate debt(b)			179.5		26.7		52.7		51.7		48.4
Operating leases			34.6		6.9		9.5		5.4		12.9
Purchase commitments(c)			0.3		0.3
Other long-term liabilities(d)			83.1		8.6		18.4		21.4		34.7
	Total obligations	$	1,384.4	$	71.4	$	137.5	$	160.4	$	1,015.3

(a)

Consists of interest payments for Accuride's outstanding 8¹/2% senior subordinated notes due 2015 at a fixed rate of 8¹/2%.

(b)

Consists of interest payments for our average outstanding balance of our new senior credit facilities at a variable rate of LIBOR of 2.40% plus the applicable rate. The interest rate for the outstanding industrial revenue bond was the 2004 average rate of 2.23%.

(c)

The unconditional purchase commitments are principally take-or-pay obligations related to the purchase of certain materials, including natural gas, consistent with customary industry practice.

(d)

Consists primarily of post-retirement estimated future benefit payments and estimated pension contributions.

        Off-Balance Sheet Arrangements.    Our off-balance sheet arrangements include our operating leases, letters of credit and unconditional purchase obligations, which are principally take-or-pay obligations related to the purchase of certain materials, including natural gas. Our operating leases are comprised of long-term real property and equipment leases that expire at various dates through 2015. Our total future minimum lease payments are $27.4 million. Items such as maintenance and insurance costs are not included in this amount. We had $16.6 million and $19.6 million in outstanding letters of credit as of December 31, 2003 and 2004, respectively. Our letters of credit are used primarily to secure workers' compensation liabilities.

Net Operating Losses

        We believe this offering will result in an "ownership change" of Accuride, within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended. The TTI merger resulted in an "ownership change" of TTI. As a result, our ability to use our and TTI's pre-change net operating losses (and certain built-in losses, if any) will be subject to an annual usage limitation, which could limit our ability to utilize some of such losses to offset our post-change taxable income. This limitation may have the effect of reducing our after-tax cash flow.

Critical Accounting Policies and Estimates

        Our consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make

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estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses during the reporting periods.

        We continually evaluate our accounting policies and estimates we use to prepare the consolidated financial statements. In general, management's estimates are based on historical experience, on information from third party professionals and on various other assumptions that we believe to be reasonable under the facts and circumstances. Actual results could differ from management's estimates.

        We believe our critical accounting policies and estimates, as reviewed and discussed with the audit committee of our board of directors, include accounting for impairment of long-lived assets, goodwill, pensions, taxes and contingencies.

        Impairment of Long-lived Assets.    We evaluate long-lived assets, including finite-lived intangibles, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In performing the review of recoverability, we estimate future cash flows expected to result from the use of the asset and its eventual disposition. The estimates of future cash flows, based on reasonable and supportable assumptions and projections, require management's subjective judgments. The time periods for estimating future cash flows is often lengthy, which increases the sensitivity to assumptions made. Depending on the assumptions and estimates used, the estimated future cash flows projected in the evaluation of long-lived assets can vary within a wide range of outcomes. We consider the likelihood of possible outcomes in determining the best estimate of future cash flows.

        Accounting for Goodwill and Indefinite-Lived Intangibles.    Since the adoption of SFAS No. 142 on January 1, 2002, we no longer amortize goodwill but instead test annually for impairment as required by SFAS No. 142. If the carrying value of goodwill or indefinite-lived intangibles exceeds its fair value, an impairment loss must be recognized. A present value technique is often the best available technique by which to estimate the fair value of a group of assets. The use of a present value technique requires the use of estimates of future cash flows. These cash flow estimates incorporate assumptions that marketplace participants would use in their estimates of fair value as well as our own assumptions. These cash flow estimates are based on reasonable and supportable assumptions and consider all available evidence. However, there is inherent uncertainty in estimates of future cash flows and termination values. As such, several different terminal values were used in our calculations and the likelihood of possible outcomes was considered.

        Accuride Pensions and Post-Retirement Benefits.    Accuride accounts for its defined benefit pension plans in accordance with SFAS No. 87, "Employers' Accounting for Pensions," which requires that amounts recognized in financial statements be determined on an actuarial basis. As permitted by SFAS No. 87, Accuride uses a smoothed value of plan assets (which is further described below). SFAS No. 87 requires that the effects of the performance of the pension plan's assets and changes in pension liability discount rates on Accuride's computation of pension income (cost) be amortized over future periods.

        The most significant element in determining Accuride's pension income (cost) in accordance with SFAS No. 87 is the expected return on plan assets. In 2004, Accuride assumed that the expected long-term rate of return on plan assets would be 8.75% for the U.S. plans and 9.0% for the Canadian plans. The assumed long-term rate of return on assets is applied to a calculated value of plan assets, which recognizes changes in the fair value of plan assets in a systematic manner over five years. This produces the expected return on plan assets that is included in pension income (cost). The difference between this expected return and the actual return on plan assets is deferred. The net deferral of past asset gains (losses) affects the calculated value of plan assets and, ultimately, future pension income (cost). Over the long term, Accuride's U.S. pension plan assets have earned approximately 9% while its Canadian plan assets have earned approximately 11%. The expected return on plan assets is reviewed annually and, if conditions should warrant, revised. If Accuride were to lower this rate, future pension cost would increase.

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        At the end of each year, Accuride determines the discount rate to be used to calculate the present value of plan liabilities. The discount rate is an estimate of the current interest rate at which the pension liabilities could be effectively settled at the end of the year. In estimating this rate, Accuride looks to rates of return on high-quality, fixed-income investments that receive one of the two highest ratings given by a recognized ratings agency. At December 31, 2004 and 2003, Accuride determined this rate to be 6.0%. Changes in discount rates over the past three years have not materially affected pension income (cost), and the net effect of changes in the discount rate, as well as the net effect of other changes in actuarial assumptions and experience, have been deferred, in accordance with SFAS No. 87.

        The recent declines in the financial markets coupled with the decline in interest rates have caused Accuride's accumulated pension obligation to exceed the fair value of the related plan assets. As a result, in 2004 Accuride recorded an increase to its accrued pension liability and a non-cash charge to equity of approximately $1.0 million after-tax. This charge may be reversed in future periods if market conditions improve or interest rates rise.

        For the year ended December 31, 2004, Accuride recognized consolidated pre-tax pension cost of $2.9 million, up from $2.5 million in 2003. Accuride currently expects that the consolidated pension cost for 2005 will be approximately $3.9 million. Accuride currently expects to contribute $6.1 million to our pension plans during 2005; however, it may elect to adjust the level of contributions based on a number of factors, including performance of pension investments, changes in interest rates, and changes in workforce compensation.

        For the year ended December 31, 2004, Accuride recognized a consolidated pre-tax post-retirement welfare benefit cost of $2.3 million, up from $2.2 million in 2003. Accuride currently expects that the consolidated post-retirement welfare benefit cost for 2005 will be approximately $2.7 million. Accuride expects to pay $0.7 million during 2005 in post-retirement welfare benefits.

        TTI Pensions and Post-retirement Benefits.    TTI provides pension and retiree welfare benefits to certain salaried and hourly employees upon their retirement. The most significant assumptions in determining its net periodic benefit costs are the expected return on pension plan assets and the healthcare cost trend rate for its post-retirement welfare obligations.

        In 2004, TTI assumed that the expected long-term rate of return on pension plan assets would be 8.5%. As permitted under paragraph 30 of SFAS No. 87, the assumed long-term rate of return on assets is applied to a calculated value of plan assets, which recognizes changes in the fair value of plan assets in a systematic manner over five years. This produces the expected return on plan assets that is included in its net periodic benefit cost. The difference between this expected return and the actual return on plan assets is deferred. The net deferral of past asset gains (losses) affects the calculated value of plan assets and, ultimately, future net periodic benefit cost. The expected return on plan assets is reviewed annually and, if conditions should warrant, would be revised. A change of one percentage point in the expected long-term rate of return on plan assets would have the following effect:

	1% Increase			1% Decrease
	(dollars in thousands)
Effect on net periodic benefit cost	$	(500	)	$	500

        For TTI's post-retirement welfare plans, TTI assumed a 10.0% annual rate of increase in healthcare costs for 2004, with the rate of increase declining gradually to an ultimate rate of 5.0% by the year 2008 and remaining at that level thereafter. The healthcare cost trend is reviewed annually

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and, if conditions should warrant, revised. A change of one percentage point in the expected healthcare trend would have the following effect:

	1% Increase		1% Decrease
	(dollars in thousands)
Effect on total of service and interest cost	$	534	$	(480	)
Effect on post-retirement benefit obligation		6,042		5,438

        At the end of each year, TTI determines the discount rate to be used to calculate the present value of its pension and post-retirement welfare plan liabilities. The discount rate is an estimate of the current interest rate at which its pension liabilities could be effectively settled at the end of the year. In estimating this rate, TTI looks to rates of return on high-quality, fixed-income investments that receive one of the two highest ratings given by a recognized ratings agency. At December 31, 2004, TTI determined this rate to be 5.75%, a decrease of 0.5% from the 6.25% rate used at December 31, 2003.

        For the years ended December 31, 2004 and 2003, TTI recognized consolidated pre-tax pension cost of $1.1 million and $0.6 million, respectively. TTI currently expects that the consolidated pension cost for 2005 will be approximately $0.2 million. TTI currently expects to contribute $2.4 million to its pension plans during 2005; however, it may elect to adjust the level of contributions based on a number of factors, including performance of pension investments, changes in interest rates and changes in workforce compensation.

        For the year ended December 31, 2004, TTI recognized a consolidated pre-tax post-retirement welfare benefit cost of $3.8 million, up from $3.4 million in 2003. TTI currently expects that the consolidated post-retirement welfare benefit cost for 2005 will be approximately $4.0 million. TTI expects to pay $2.5 million during 2005 in post-retirement welfare benefits.

        Taxes.    Management judgment is required in developing our provision for income taxes, including the determination of deferred tax assets, liabilities and any valuation allowances recorded against the deferred tax assets. We evaluate quarterly the ability to realize our net deferred tax assets by assessing the valuation allowance and adjusting the amount of such allowance, if necessary. The factors used to assess the likelihood of realization are our forecast of future taxable income and the availability of tax planning strategies that can be implemented to realize the net deferred tax assets. Failure to achieve forecasted taxable income might affect the ultimate realization of the net deferred tax assets. Factors that may affect our ability to achieve sufficient forecasted taxable income include, but are not limited to, the following: increased competition, a decline in sales or margins or loss of market share.

        At December 31, 2004, we had pro forma net deferred tax liabilities of $12.3 million. Although realization of our net deferred tax assets is not certain, management has concluded that we will more likely than not realize the full benefit of the deferred tax assets.

        Contingencies.    We are subject to the possibility of various loss contingencies arising in the ordinary course of business resulting from a variety of environmental and pollution control laws and regulations. We consider the likelihood of loss or the incurrence of a liability, as well as our ability to reasonably estimate the amounts of loss, in the determination of loss contingencies. We accrue an estimated loss contingency when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. We regularly evaluate current information available to us, resulting from our ongoing monitoring activities and progress with the related regulatory agencies, to determine whether the accruals should be adjusted. If the amount of the actual loss is greater than the amount we have accrued, this would have an adverse impact on our operating results in that period.

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Pro Forma Quantitative and Qualitative Disclosures About Market Risk

        In the normal course of doing business, we are exposed to the risks associated with changes in foreign exchange rates, raw material/commodity prices and interest rates. We use derivative instruments to manage these exposures. The objectives for holding derivatives are to minimize the risks using the most effective methods to eliminate or reduce the impacts of these exposures.

Foreign Currency Risk

        Certain forecasted transactions, assets and liabilities are exposed to foreign currency risk. We monitor our foreign currency exposures to maximize the overall effectiveness of our foreign currency derivatives. The principal currency of exposure is the Canadian dollar. Forward foreign exchange contracts and other derivative instruments, designated as hedging instruments under SFAS No. 133, are used to offset the impact of the variability in exchange rates on our operations, cash flows, assets and liabilities. At December 31, 2004, we had open foreign exchange forward contracts of $24.8 million. We believe the use of foreign currency financial instruments reduces the risks that arise from doing business in international markets.

        However, our foreign currency derivative contracts provide only limited protection against currency risks. Factors that could impact the effectiveness of our currency risk management programs include accuracy of sales estimates, volatility of currency markets and the cost and availability of derivative instruments. The counterparties to the foreign exchange contracts are financial institutions with investment grade credit ratings.

        During 2004, we experienced an 8.2% adverse change in the Canadian dollar. This resulted in a $10.2 million adverse impact on our 2004 earnings before taxes. This quantification of exposure to the market risk does not take into account the $4.2 million offsetting impact of derivative instruments.

Raw Material/Commodity Price Risk

        We rely upon the supply of certain raw materials and commodities in our production processes and have entered into long-term supply contracts for our steel and aluminum requirements. The exposures associated with these commitments are primarily managed through the terms of the sales, supply and procurement contracts. From time to time, we use commodity price swaps and futures contracts to manage the variability in certain commodity prices. Commodity price swap and futures contracts are used to offset the impact of the variability in certain commodity prices on our operations and cash flows. At December 31, 2004, we had no open commodity price swaps and futures contracts.

Interest Rate Risk

        We use long-term debt as a primary source of capital in our business. The following table presents the principal cash repayments and related weighted average interest rates by maturity date for our long-term fixed-rate debt and other types of long-term debt on a pro forma basis at December 31, 2004:

		2005			2006			2007			2008			2009			Thereafter			Total			Fair Value
		(dollars in thousands)
Long-term Debt:
	Fixed	$	—		$	—		$	—		$			$	—		$	275,000		$	275,000		$	275,000
	Avg. Rate																	8.50	%		8.50	%
	Variable	$	5,500		$	5,500		$	5,500		$	5,500		$	5,500		$	550,600		$	578,100		$	578,100
	Avg. Rate		4.65	%		4.65	%		4.65	%		4.65	%		4.65	%		4.65	%		4.65	%

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New Accounting Pronouncements

        FAS 106-2.    In December 2003, the President of the United States signed the Medicare Prescription Drug, Improvement and Modernization Act into law. The Act introduces a prescription drug benefit under Medicare (Medicare Part D) as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D. Financial Accounting Standards Board, or FASB, Statement No. 106, "Employers' Accounting for Post-retirement Benefits Other Than Pensions," requires presently-enacted changes in relevant laws to be considered in current period measurements of post-retirement benefit costs and the accumulated postretirement benefit obligation. In May 2004, the FASB issued Staff Position No. 106-2, or FAS 106-2, "Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003," which provides authoritative guidance on accounting for the effects of the new Medicare prescription drug legislation. FAS 106-2 was effective for the first interim period beginning after June 15, 2004. This law and pronouncement did not have a material impact on our financial position or results of operations.

        FIN 46R.    In December 2003, the FASB issued a revision to Interpretation 46, or FIN 46R, to clarify some of the provisions of FASB Interpretation No. 46, or FIN 46, "Consolidation of Variable Interest Entities." The term "variable interest" is defined in FIN 46 as "contractual, ownership or other pecuniary interest in an entity that change with changes in the entity's net asset value." Variable interests are investments or other interests that will absorb a portion of an entity's expected losses if they occur or receive portions of the entity's expected residual returns if they occur. The application of FIN 46R did not have an impact on our financial position or results of operations.

        SFAS No. 132 (Revised 2003).    In December 2003, the FASB issued SFAS No. 132 (Revised 2003), "Employers' Disclosures about Pensions and Other Postretirement Benefits—an Amendment of FASB Statements No. 87, 88, and 106." This statement revises employers' disclosures about pension plans and other post-retirement benefit plans. It requires additional disclosures to those in the original SFAS No. 132 about the assets, obligations, cash flows, and net periodic benefit cost of defined benefit pension plans and other defined benefit post-retirement plans. SFAS No. 132 (Revised 2003) was effective for financial statements with fiscal years ending after December 15, 2003. We adopted this statement as of December 31, 2003 and revised our annual and interim disclosures for the periods ended December 31, 2003 and 2004 accordingly.

        SFAS No. 151—In November 2004, the FASB issued SFAS No. 151, Inventory Costs, an amendment of ARB No. 43, Chapter 4. The amendments made by Statement 151 clarify that abnormal amounts of idle facility expense, freight, handling costs, and wasted materials (spoilage) should be recognized as current-period charges and requires the allocation of fixed production overheads to inventory based on the normal capacity of the production facilities. The guidance is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. Management is still evaluating the full effect of this new accounting standard on the financial statements.

        SFAS No. 153—In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions. The amendments made by Statement 153 are based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. Further, the amendments eliminate the narrow exception for nonmonetary exchanges of similar productive assets and replace it with a broader exception for exchanges of nonmonetary assets that do not have commercial substance. The Statement is effective for nonmonetary asset exchanges occurring in the fiscal periods beginning after June 15, 2005. Management is still evaluating the full effect of this new accounting standard on the financial statements.

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        SFAS No. 123 (revised 2004)—In December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based Payment. The Statement requires that the compensation cost relating to share-based payment transactions be recognized in the financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. Accuride will be required to apply Statement 123(R) as of the first interim period that begins after June 15, 2005. Management is still evaluating the full effect of this new accounting standard on the financial statements.

        FASB Staff Positions (FSPs) 109-1 and 109-2—In December 2004, the FASB issued two FSPs that provide accounting guidance on how companies should account for the effects of the American Jobs Creation Act of 2004 that was signed into law on October 22, 2004. FSP FAS 109-1, Application of FASB Statement No. 109, "Accounting for Income Taxes", to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004, states that the manufacturers' deduction provided for under this legislation should be accounted for as a special deduction instead of a tax rate change. FSP FAS 109-2, Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004, allows a company additional time to evaluate the effects of the legislation on any plan for reinvestment or repatriation of foreign earnings for purposes of applying Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes". These FSPs may affect how a company accounts for deferred income taxes. These FSPs are effective for periods ending on or after December 21, 2004. These FSPs had no effect on the 2004 consolidated financial statements and the Company does not expect these FSPs to impact its future results of operations and financial position.

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INDUSTRY

        We compete in the North American commercial vehicle components industry and primarily serve the heavy-duty, or Class 8, truck market, the medium-duty, or Class 5-7, truck market, the commercial trailer market, the light, or Class 3-4, truck market, the bus market, as well as the specialty and military vehicle markets. We sell our products primarily to truck and commercial trailer OEMs and the related aftermarket (22% of 2004 pro forma net sales), with the remainder of sales made to customers in industrial markets. Our pro forma net sales to heavy- and medium-duty OEMs, commercial trailer OEMs, light truck OEMs and other industrial markets as a percentage of total pro forma sales were 53%, 6%, 9% and 10%, respectively, in 2004. Foreign competition is relatively limited in the markets in which we compete due to factors including high shipping costs, customer concerns about quality given the safety aspects of many of our products, the need to be responsive to order changes on short notice and the small labor component to most products. The following is an overview of the commercial vehicle components industry and each of the markets that we serve. Whenever we refer to the commercial vehicle components industry, we mean the North American commercial vehicle components industries and markets.

Commercial Vehicle Components Industry

        The commercial vehicle components industry is comprised of heavy- and medium-duty truck and commercial trailer components suppliers. The commercial vehicle components industry is highly fragmented and comprised of several large companies and many smaller companies. In addition, the commercial vehicle components industry is characterized by considerable barriers to entry, including the following: (1) significant capital investment requirements, (2) stringent OEM technical and manufacturing requirements, (3) high switching costs to shift production to new suppliers, (4) just-in-time delivery requirements to meet OEM volume demand, (5) strong name-brand recognition and (6) significant shipping costs and unique North American design requirements limiting imports.

        The relationship between supplier and OEM generally tends to be close, cooperative and long-term in nature, requiring a substantial investment of time and resources by both parties. In contrast to the automotive industry, commercial vehicle end customers generally have the ability to specify components used in the original production of commercial vehicles, increasing the importance of brand recognition. Frequently, higher quality components are designated as "standard" equipment on an OEM's product line, further solidifying the relationship. Once a product is chosen as standard equipment for a line of trucks, any truck ordered in that line will come with that standard component unless the end user specifically requests a different product, which generally results in the payment of an additional charge by the end user to the OEM. As a result, the selection of a product as standard equipment for a line of trucks will generally create a steady demand for that product, both in the OEM market and in the aftermarket, because end users are more likely to use the standard component for replacement.

Commercial Truck Market Overview

        Commercial trucks are segmented into four major classes numbered 5 through 8. Heavy-duty trucks, or the Class 8 category, are used for the large majority of all truck tonmiles (the number of miles driven multiplied by the number of tons transported). While the majority of these tonmiles are long haul, Class 8 trucks also fill a niche as a regional delivery alternative. Medium-duty trucks,

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segmented into classes 5, 6 and 7, include buses and smaller transport vehicles, and are primarily used for regional package delivery, utility or construction.

	Class 5	Class 6	Class 7	Class 8
Weight (lbs.)	16,001 - 19,500	19,501 - 26,000	26,001 - 33,000	over 33,000
Example	Delivery Trucks	Beverage Trucks	Garbage Trucks	Tractor-Trailers
Units	48,290	93,218	100,113	262,553

Note: Units represent 2004 production levels as reported in ACT Research (February 2005).

Heavy-Duty Truck Market

        The global heavy-duty truck manufacturing market is concentrated in three primary regions: North America, Asia-Pacific and Europe. The global heavy-duty truck market is localized in nature due to the following factors: (1) the prohibitive costs of shipping components from one region to another, (2) the high degree of customization of heavy-duty trucks to meet the region-specific demands of end users, (3) the localized nature of regulation of the truck and truck components industries and (4) the ability to meet just-in-time delivery requirements.

        According to ACT, four companies represented approximately 100% of North American heavy-duty truck production in 2004. The percentages of heavy-duty production represented by Freightliner, PACCAR, Volvo/ Mack and International were 36%, 25%, 19% and 20%, respectively.

        According to ACT, North American heavy-duty truck production is expected to increase significantly from 2003 to 2008. The following chart illustrates historical North American heavy-duty truck production as well as forecasts from ACT:

North American Heavy-Duty Truck Production
(number of trucks in thousands)

"E"—Estimated

Source: ACT Research (February 2004 and February 2005).

Historical and Projected Heavy-Duty Truck Results

        The North American heavy-duty truck industry experienced substantial growth during the 1990s, reaching a peak in 1999 with 332,587 production units. From mid-2000 through 2001, the industry experienced a significant cyclical decline caused by a number of events:

        (1)   the recessionary economic environment;

        (2)   the large number of new trucks introduced into the truck fleet from 1998 to early 2000, due in part to specific marketing programs such as buyback guarantees offered by the major truck manufacturers; and

        (3)   the large number of quality used trucks available at relatively low prices.

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        These factors resulted in 2001 unit production declining approximately 56% from peak unit production in 1999.

        Following the substantial decline from 1999 to 2001, truck unit production increased modestly to 181,199 units in 2002 from 145,978 units produced in 2001, due primarily to the pre-buying of trucks that occurred prior to the October 2002 mandate for more stringent engine emissions requirements. Subsequent to the pre-buying, truck production continued to remain at historically low levels due to the continuing economic recession and the reluctance of many trucking companies to invest in the more expensive and newly compliant equipment.

        North American heavy-duty truck production of 176,774 units in 2003 remained substantially similar to 2002 production. During the first half of 2003, the economy remained in its recessionary mode as the United States commenced war in Iraq. New truck purchases remained subdued, and the age of the average truck on the road continued to increase. In mid-2003, evidence of renewed growth emerged and truck tonmiles began to increase. Accompanying the increase in truck tonmiles, new truck sales also began to increase. In the second half of 2003, new truck dealer inventories declined and, consequently, OEM truck order backlogs began to increase. According to ACT, monthly truck order rates began increasing significantly in December 2003 and have continued to do so since. As a result, all of the major OEMs have increased their truck build rates to meet the increased demand.

        The North American heavy-duty truck market continued to rebound in 2004. According to ACT, North American heavy-duty truck production is expected to increase from 176,774 units in 2003 to 350,914 units in 2008, at a compound annual growth rate of 14.7%. Evidence of the initiation of this trend can be seen in North American heavy-duty truck orders in 2004. Monthly truck order rates began increasing significantly in December 2003 and continued at a strong pace in 2004. North American year-over-year heavy-duty net truck orders increased 90% from 2003 to 2004. In spite of the increased production in 2003, the backlog for heavy-duty trucks has continued to increase and stood at 182,873 at the end of 2004, up from 64,569 at the end of 2003.

        According to ACT, heavy-duty truck unit production is expected to continue increasing in 2005 and 2006, with projected unit production of 310,748 units and 334,636 units, respectively. We believe that this projected increase is due to several factors, including (1) improvement in the general economy in North America, which is expected to lead to growth in the industrial sector, (2) corresponding growth in the movement of goods, which is expected to lead to demand for new trucks, and (3) the growing need to replace aging truck fleets.

        ACT forecasts that production in 2007 will be 283,384 units, a decline of approximately 15.3% from 2006 levels, due to new environmental standards that are expected to be introduced by the EPA in 2007. This decline would be similar in nature to what occurred after October 2002 following the introduction of new EPA emission standards. ACT projects that 2008 production will reach 350,914 units, an increase of approximately 23.8% from 2007 levels. We believe that this increase in volume is consistent with a sustained improvement in economic conditions and ACT's projected growth in heavy-duty tonmiles.

Medium-Duty Truck Market

        Medium duty trucks, which include buses and specialty vehicles, are smaller, less expensive vehicles that are generally used for short haul and more commodity like hauling, which fluctuate less with changes in the economy. The medium-duty market, which tends to be less cyclical than the heavy-duty

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market, has experienced strong growth this year and is expected to continue to grow from 2003 through 2008 as shown in the following chart:

North American Medium-Duty Truck Production
(number of trucks in thousands)

"E"—Estimated

Source: ACT Research (February 2004 and February 2005).

        North American medium-duty net truck orders in 2004 were 252,468 orders, up 21.6% from 2003. Backlog for medium-duty trucks stood at 77,706 at the end of 2004, up from 54,179 at the end of 2003.

Commercial Trailer Market Overview

        The commercial trailer market includes dry vans, dump and tanker trailers used to haul a wide variety of freight from commodities to finished goods. Historically, general economic and business conditions have significantly impacted demand for commercial trailers and have highly correlated with the production of heavy-duty trucks. In addition, during the past few years demand for commercial trailers has been positively affected by the widespread implementation of just-in-time delivery requirements and lean manufacturing principles as companies use commercial trailers as portable warehouses. According to ACT, an estimated 183,162 and 235,886 trailers were sold in the U.S. commercial trailer market in 2003 and 2004, respectively. ACT projects that the commercial trailer market will continue to grow, reaching 346,009 units in 2008, a 10.1% compound annual growth rate from 2004.

Various Industrial Markets

        We also service a number of other markets, including light truck, industrial, construction, agriculture and lawn and garden. With the exception of the agriculture market, these markets are tied to general economic conditions. The agriculture market is tied to environmental and other factors that impact agricultural production.

Industry Drivers

Economic Conditions

        The North American commercial vehicle industry is directly influenced by overall economic growth and consumer spending. Since commercial vehicle OEMs supply the fleet lines of North America, their production levels generally match the demand for freight. The freight carried by these commercial vehicles includes consumer goods, machinery, food and beverages, construction equipment and supplies, electronic equipment and a wide variety of other materials. Since most of these items are driven by macroeconomic conditions, the truck industry tends to follow trends of gross domestic product, or GDP. Generally, given the dependence of North American shippers on trucking as a freight alternative, general economic conditions have been a primary indicator of future truck builds.

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Truck Freight Growth

        Freight growth, which is driven both by economic expansion and a shift in share from other modes of transportation, such as rail and pipeline, leads to an increased need for commercial vehicles. According to the American Trucking Association, or ATA, truck freight has increased market share at the expense of both rail and water freight, increasing from 63.3% of the overall market in 1998 to 68.9% in 2003. We believe that this trend will continue due to the flexibility and on-time delivery record of trucking versus other modes of transporting goods. Growth in freight tends to correlate closely with the number of heavy-duty tonmiles, which is depicted in the following chart:

North American Tonmiles—Heavy-Duty Trucks
(number of tonmiles in billions)

"E"—Estimated

Source: ACT Research (February 2004 and February 2005).

        National suppliers and distribution centers, burdened by the pricing pressure of large manufacturing and retail customers, have continued to reduce on-site inventory levels. This reduction requires freight handlers to provide "to-the-hour" delivery options in order to maintain operating efficiency. As a result, heavy-duty trucks have replaced manufacturing warehouses as the preferred temporary storage facility for inventory. Because trucks are typically viewed as the most reliable and flexible shipping alternative, truck tonmiles, as well as truck platform improvements, should continue to increase in order to meet the increasing need for flexibility under the just-in-time delivery requirements.

Truck Replacement Cycle and Fleet Aging

        In 2002, the average age of heavy-duty trucks passed the 10-year average of 5.5 years. In 2003, the average age increased further to 5.9 years. The average fleet age tends to run in cycles as freight companies permit their truck fleets to age during periods of lagging demand and then replenish those fleets during periods of increasing demand. Most leading national freight companies replace their vehicles every three to five years. Additionally, as truck fleets age, their maintenance costs increase. Freight companies must therefore continually evaluate the economics between repair and replacement. Other factors such as inventory management and the growth in less-than-truckload, or LTL, freight

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shipping also tend to increase fleet mileage and, as a result, the truck replacement cycle. The chart below illustrates the average age of active U.S. heavy-duty trucks:

Average Age of Active U.S. Heavy-Duty Trucks
(number of years)

Source: ACT Research (2004).

Suppliers' Relationships with OEMs

        Suppliers' relationships with OEMs are long-term, close and cooperative in nature. OEMs must expend both time and resources to work with suppliers to form an efficient and trusted operating relationship. Following this investment, and in some cases the designation of a supplier's component as standard equipment, OEMs are typically hesitant to change suppliers given the potential for disruptions in production.

Growth in the Aftermarket for Components

        The vehicle components aftermarket is characterized by steady sales and higher margins than in the primary market. Demand in this sector of the industry is primarily driven by the age and number of trucks in service and the number of miles driven by those commercial vehicles. We believe that the growth and stability of the aftermarket correlates with the number of tonmiles driven in the overall trucking industry, as illustrated above. The aftermarket is a growing market as the overall size of the North American fleet of heavy-duty trucks has continued to increase and is attractive because of the recurring nature of the sales. The higher margins in the aftermarket result from suppliers' ability to leverage an already established fixed cost base and exert moderate pricing power. The recurring nature of aftermarket revenue provides some insulation to the overall cyclical nature of the industry, as it tends to provide a more stable stream of earnings.

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BUSINESS

Corporate History

        Accuride and Accuride Canada Inc., a corporation formed under the laws of the province of Ontario, Canada and a wholly owned subsidiary of Accuride, were incorporated in November 1986 for the purpose of acquiring substantially all of the assets and assuming certain of the liabilities of Firestone Steel Products, a division of The Firestone Tire & Rubber Company. The respective acquisitions by the companies were consummated in December 1986. In 1988, we were purchased by Phelps Dodge Corporation.

        On November 17, 1997, we entered into a stock subscription agreement with Hubcap Acquisition L.L.C. pursuant to which Hubcap Acquisition, an affiliate of KKR, acquired control of us. The acquisition consisted of an equity investment in us together with approximately $363.7 million of aggregate proceeds from certain financings, which were collectively used to redeem shares of our common stock owned by Phelps Dodge. The financing transactions included the issuance of public notes, which were registered under the Securities Act pursuant to a registration statement on Form S-4. Immediately after the closing of such transactions, Hubcap Acquisition owned 90% of our common stock and Phelps Dodge owned 10% of our common stock. Shortly thereafter, we sold additional shares of common stock and granted options to purchase common stock to certain senior management employees, representing, in the aggregate, approximately 10% of our fully diluted equity. Phelps Dodge subsequently sold its remaining interest in us to RSTW Partners III, L.P. in September 1998.

        On January 31, 2005, we completed our acquisition of TTI. TTI was founded as Johnstown America Industries, Inc. in 1991 in connection with the purchase of Bethlehem Steel Corporation's freight car manufacturing operations. After an initial public offering in July 1993, TTI continued to grow and transform its business through a series of acquisitions in the truck components industry completed between 1995 and 1999, which, together with continuing improvement in market conditions in the truck component industry, represented substantially all of its sales growth during such period. Following the sale of TTI's freight car operations in June 1999, it changed its name to Transportation Technologies Industries, Inc. In March 2000, TTI was acquired in a going-private transaction by an investor group led by its management and Trimaran.

The TTI Merger and Related Transactions

        On January 31, 2005, pursuant to the terms of an agreement and plan of merger, a wholly owned subsidiary of Accuride was merged with and into TTI, resulting in TTI becoming a wholly owned subsidiary of Accuride, which we refer to as the TTI merger. Upon consummation of the TTI merger, the stockholders of Accuride prior to consummation of the TTI merger owned 66.88% of the common stock of the combined company and the former stockholders of TTI owned 33.12% of the common stock of the combined company, with up to an additional 1,933.17 shares of the common stock of the combined company issuable to the former stockholders of TTI upon the occurrence of certain events, provided that TTI has achieved certain performance goals.

        Accuride plans to rationalize costs by eliminating redundant corporate overhead expenses, and consolidate purchasing, research and development, information technology and sales and distribution functions.

        In connection with the TTI merger:

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we sold $275 million in aggregate principal amount of our 8¹/2% senior subordinated notes due 2015, which we refer to as our new senior subordinated notes in a private placement transaction;

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•

we entered into senior secured credit facilities, consisting of a $550.0 million term loan credit facility and a revolving credit facility in an aggregate principal amount of $125.0 million, which is comprised of a new $95.0 million U.S. revolving credit facility and the continuation of a $30.0 million Canadian revolving credit facility ($25.0 million of the Canadian revolving credit facility was funded as of January 31, 2005);



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we discharged all of Accuride's outstanding 9¹/4% senior subordinated notes due 2008, including accrued interest and a redemption premium;



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we discharged all of TTI's outstanding 12¹/2% senior subordinated notes due 2010, including accrued interest and a redemption premium;



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we repaid substantially all existing senior secured indebtedness of Accuride and TTI, including accrued interest and redemption premiums; and



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we paid approximately 39.2 million of transaction fees and expenses.

        We refer to the TTI merger, the sale of our new senior subordinated notes and the borrowings under our new senior credit facilities collectively as the Transactions.

The Company

        We are one of the largest and most diversified manufacturers and suppliers of commercial vehicle components in North America. Our products include commercial vehicle wheels, wheel-end components and assemblies, truck body and chassis parts, seating assemblies and other commercial vehicle components. We market our products under some of the most recognized brand names in the industry, including Accuride, Gunite, Imperial, Bostrom, Fabco and Brillion. We believe that we have number one or number two market positions in steel wheels, forged aluminum wheels, brake drums, disc wheel hubs, spoke wheels, metal grills, metal bumpers, crown assemblies, chrome plating and polishing, seating assemblies and fuel tanks in commercial vehicles. We serve the leading original equipment manufacturers, or OEMs, and their related aftermarket channels in most major segments of the commercial vehicle market, including heavy- and medium-duty trucks, commercial trailers, light trucks, buses, as well as specialty and military vehicles. For the year ended December 31, 2004, we generated pro forma net sales of $1,082.3 million.

        Our primary product lines are standard equipment used by virtually all North American heavy- and medium-duty truck OEMs, creating a significant barrier to entry. We believe that substantially all heavy-duty truck models manufactured in North America contain one or more Accuride components. For the year ended December 31, 2004, we sold approximately 59% of our products to heavy- and medium-duty truck and commercial trailer OEMs and approximately 22% to the related aftermarkets. The remainder of our sales were made to customers in the light truck, specialty and military vehicle and other industrial markets. Over the last three fiscal years, our pro forma aftermarket sales have grown at an annualized rate of 10.6%. We believe that continued growth in the aftermarket represents an attractive diversification to our original equipment business due to its relative stability and higher margins.

        Our diversified customer base includes substantially all of the leading commercial vehicle OEMs, such as Freightliner Corporation, with its Freightliner, Sterling and Western Star brand trucks, PACCAR, Inc., with its Peterbilt and Kenworth brand trucks, International Truck and Engine Corporation, with its International brand trucks, and Volvo Truck Corporation, or Volvo/Mack, with its Volvo and Mack brand trucks. Our primary commercial trailer customers include leading commercial trailer OEMs, such as Great Dane Limited Partnership and Wabash National, Inc. Major light truck customers include Ford Motor Company and General Motors Corporation. Our product portfolio is supported by strong sales, marketing and design engineering capabilities and is manufactured in 17 strategically located, technologically-advanced facilities across the United States, Mexico and Canada.

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Product Overview

        We design, produce and market one of the broadest portfolios of commercial vehicle components in the industry. We classify our products under several categories, which include wheels, wheel-end components and assemblies, truck body and chassis parts, seating assemblies and other commercial vehicle components. The following describes our major product lines and brands.

Wheels (approximately 46% of 2004 pro forma net sales)

        We are the largest North American manufacturer and supplier of wheels for heavy- and medium-duty trucks and commercial trailers. We offer the broadest product line in the North American heavy- and medium-duty wheel industry and are the only North American manufacturer and supplier of both steel and forged aluminum heavy- and medium-duty wheels. We also produce wheels for buses, commercial light trucks, pick-up trucks, sport utility vehicles and vans. We market our wheels under the Accuride brand. A description of each of our major products is summarized below.

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Heavy- and medium-duty steel wheels.  We offer the broadest product line of steel wheels for the heavy- and medium-duty truck and commercial trailer markets. The wheels range in diameter from 17.5" to 24.5" and are designed for load ratings ranging from 2,400 to 13,000 lbs. We also offer a number of coatings and finishes which we believe provide the customer with increased durability and exceptional appearance. We are the standard steel wheel supplier to most North American heavy- and medium-duty truck OEMs and at a number of North American trailer OEMs.



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Heavy- and medium-duty aluminum wheels.  We offer a full product line of aluminum wheels for the heavy- and medium-duty truck and commercial trailer markets. The wheels range in diameter from 19.0" to 24.5" and are designed for load ratings ranging from 7,000 to 13,000 lbs. Aluminum wheels are generally lighter in weight, more readily stylized and approximately 3.5 times more expensive than steel wheels.



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Light truck steel wheels.  We manufacture light truck single and dual steel wheels that range in diameter from 16" to 20" for customers such as Ford, General Motors and DaimlerChrysler Corporation. We are focused on larger diameter wheels designed for select truck platforms used for carrying heavier loads.

Wheel-End Components and Assemblies (approximately 24% of 2004 pro forma net sales)

        We are the leading North American supplier of wheel-end components and assemblies to the heavy- and medium-duty truck markets and related aftermarket. We market our wheel-end components and assemblies under the Gunite brand. We produce four basic wheel-end assemblies: (1) disc wheel hub/brake drum, (2) spoke wheel/brake drum, (3) spoke wheel/brake rotor and (4) disc wheel hub/brake rotor. We also manufacture a full line of wheel-end components for the heavy- and medium-duty truck markets, such as brake drums, disc wheel hubs, spoke wheels, rotors and automatic slack adjusters. The majority of these components are critical to the safe operation of vehicles. A description of each of our major wheel-end components is summarized below:

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Brake Drums.  We offer a variety of heavy- and medium-duty brake drums for truck, commercial trailer, bus and off-highway applications. A brake drum is a braking device utilized in a "drum brake" which is typically made of iron and has a machined surface on the inside. When the brake is applied, air or brake fluid is forced, under pressure, into a wheel cylinder which, in turn, pushes a brake shoe into contact with the machined surface on the inside of the drum and stops the vehicle. Our brake drums are custom-engineered to exact requirements for a broad range of applications, including logging, mining and more traditional over-the-road vehicles. To ensure product quality, we continually work with brake and lining manufacturers to optimize

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brake drum and brake system performance. Brake drums are our primary aftermarket product. The aftermarket opportunities in this product line are substantial as brake drums continually wear with use and eventually need to be replaced, although the timing of such replacement depends on the severity of use.

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Disc Wheel Hubs.  We manufacture a complete line of traditional ferrous disc wheel hubs for heavy- and medium-duty trucks and commercial trailers. A disc wheel hub is the connecting piece between the brake system and the axle upon which the wheel and tire are mounted. In addition, we offer a line of lightweight cast iron hubs that provide users with improved operating efficiency. Our lightweight hubs utilize advanced metallurgy and unique structural designs to offer both significant weight savings and lower costs due to fewer maintenance requirements. Our product line also includes finely machined hubs for anti-lock braking systems, or ABS, which enhance vehicle safety. These hubs have been mandated for all new trucks with air brakes since March 1997 and all new commercial trailers with air brakes since March 1998.



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Spoke Wheels.  Due to their greater strength and reduced downtime, we manufacture a full line of spoke wheels for heavy- and medium-duty trucks and commercial trailers. While disc wheel hubs have begun to displace spoke wheels, they are still popular for severe-duty applications such as off-highway vehicles, refuse vehicles and school buses. Our product line also includes finely machined wheels for ABS systems, similar to our disc wheel hubs.



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Disc Brake Rotors.  We develop and manufacture durable, lightweight disc brake rotors for a variety of heavy-duty truck applications. A disc rotor is a braking device that is typically made of iron with highly machined surfaces. Once a disc brake is applied, brake fluid from the master cylinder is forced into a caliper where it presses against a piston, which then squeezes two brake pads against the disc rotor and stops the vehicle. Disc brakes are generally viewed as more efficient, although more expensive, than drum brakes and are often found in the front of a vehicle with drum brakes often located in the rear. We manufacture ventilated disc brake rotors that significantly improved heat dissipation as required for applications on Class 7 and 8 vehicles. We offer one of the

most complete lines of heavy-duty and medium-duty disc brake rotors in the industry.

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Automatic Slack Adjusters.  Automatic slack adjusters react to, and adjust for, variations in brake shoe-to-drum clearance and maintain the proper amount of space between the shoe and drum. Our automatic slack adjusters automatically adjust the brake shoe-to-brake drum clearance, ensuring that this clearance is always constant at the time of braking. The use of automatic slack adjusters reduces maintenance costs, improves braking performance and minimizes side-to-pull and stopping distance. Automatic slack adjusters were mandated for all new trucks in the United States beginning in 1994 and in Mexico since January 1, 2004.

Truck Body and Chassis Parts (approximately 11% of 2004 pro forma net sales)

        We are a leading supplier of truck body and chassis parts to heavy- and medium-duty truck manufacturers, including bus manufacturers. We fabricate a broad line of truck body and chassis parts under the Imperial brand name, including bumpers, battery and toolboxes, crown assemblies, bus component and chassis assemblies, fuel tanks, roofs, fenders and crossmembers. We also provide a variety of value-added services, such as chrome plating and polishing and the kitting and assembly of exhaust systems.

        We specialize in the fabrication of components requiring a significant amount of tooling or customization. Due to the intricate nature of these parts, our truck body and chassis parts manufacturing operations are characterized by low-volume production runs. Additionally, because each truck is uniquely customized to end user specifications, we have developed flexible production systems

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that are capable of accommodating multiple variations for each product design. A description of each of our major truck body and chassis parts is summarized below:

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Bumpers.  We manufacture a wide variety of steel and aluminum bumpers, as well as polish and chrome these products with pre-plate and decorative polishing to meet specific OEM requirements.



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Fuel Tanks.  We manufacture and assemble aluminum and steel fuel tanks, fuel tank ends and fuel tank straps, as well as polish fuel tanks.



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Bus Components and Chassis Assembly.  We manufacture stainless steel chassis frames, body parts and fuel tanks for buses. We have developed a particular competency in the manufacture and assembly of low-floor bus chassis.



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Battery Boxes and Toolboxes.  We manufacture, as well as polish, steel and aluminum battery and toolboxes for our heavy-duty truck OEM customers.



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Front-End Crossmembers.  We fabricate and assemble front-end crossmembers for heavy-duty trucks. A crossmember is a structural component of a chassis. These products are manufactured from heavy steel and assembled to customer line-set schedules.



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Muffler Assemblies.  We fabricate, assemble, chrome-plate and polish muffler assemblies consisting of large diameter exhaust tubing assembled with a muffler manufactured by a third party.



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Crown Assemblies and Components.  We manufacture multiple styles of crown assemblies and components. A crown assembly is the highly visible front grill and nameplate of the truck. These products are fabricated from both steel and aluminum and are chrome-plated and polished.



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Other Products.  We fabricate a wide variety of assemblies and chrome-plate and polish numerous other components for truck manufacturers, bus manufacturers and OEM suppliers. These products include fenders, exhaust components, sun visors, windshield masts, step assemblies, quarter fender brackets, underbelly brackets, fuel tank supports, hood inner panels, door assemblies, dash panel assemblies, outrigger assemblies and various other components.

Seating Assemblies (approximately 6% of 2004 pro forma net sales)

        Under the Bostrom brand name, we design, engineer and manufacture air suspension and static seating assemblies for heavy- and medium-duty trucks, the related aftermarket and school and transit buses. All major North American heavy-duty truck manufacturers offer our seats as standard equipment or as an option.

        Seating assemblies are primarily differentiated on comfort, price and quality, with driver comfort being especially important given the substantial amount of time that truck drivers spend on the road. Our seating assemblies typically utilize a "scissor-type" suspension, which we believe offers superior cushioning for the driver.

        We have invested significantly to maintain our position as one of the leaders in the development of innovative seating assemblies. Our new "C-Series" product line began production in the third quarter of 2004. This next-generation seat features many new benefits, including modular assembly, seat pan extension and a wider, more stable suspension. In 1999, we introduced a new "Wide Ride" seat concept in response to customer demand for a wider, more comfortable product, and in 2001 we introduced the "Liberty Series" focused on the aftermarket.

        Our current line of seats is the "T-Series," which offers a number of different styles based on back height, weight, number of armrests, color, ability to adjust height and tilt and suspension system. In addition to the T-Series, we have also developed a mechanical seat under the Viking name, designed

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for construction equipment and rugged applications, as well as a seat designed for short runs on quick deliveries under the Baja name.

Other Components (approximately 13% of 2004 pro forma net sales)

        We produce other commercial vehicle components, including steerable drive axles and gearboxes as well as engine and transmission components.

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Military wheels.  We recently began producing steel wheels for military applications under the Accuride brand name. In addition, we are developing aluminum wheels for future applications to reduce vehicle weight.



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Steerable Drive Axles and Gear Boxes.  We believe we are a leading supplier of steerable drive axles, gearboxes and related parts for heavy- and medium-duty on/off highway trucks and utility vehicles under the Fabco and Sisu brand names. Our axles and gearboxes are utilized by most major North American heavy- and medium-duty truck manufacturers and modification centers. We also supply replacement parts for all of our products to OEMs and, in some cases, directly to end users. Our quick turnaround of parts minimizes the need for our customers to maintain their own parts inventory.



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Transmission and Engine-Related Components.  We believe we are a leading manufacturer of transmission and engine-related components to the heavy- and medium-duty truck markets under the Brillion brand name, including flywheels, transmission and engine-related housings and chassis brackets.



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Industrial Components.  We produce components for a wide variety of applications to the industrial machinery and construction equipment markets under the Brillion brand name, including flywheels, pump housings, small engine components and other industrial components. Our industrial components are made to specific customer requirements and, as a result, our product designs are typically proprietary to our customers.



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Non-Powered Farm Equipment.  We also design, manufacture and market a line of farm equipment and lawn and garden products for the "behind-the-tractor" market, including pulverizers, seeders, mulchers, deep tillers, grass feeders and cultivators under the Brillion brand name.

Competitive Strengths

        We believe that the following competitive strengths contribute to our strong market positions and will enable us to continue to improve our profitability and cash flows:

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Leading Market Positions.  We are among North America's largest companies serving the heavy-duty and medium-duty OEMs and related aftermarkets, supplying a broad range of commercial vehicle components. We have leading market positions in heavy-duty steel wheels, in which we believe we have approximately an 87% market share (an increase from approximately a 77% market share in 1998), and in heavy-duty aluminum wheels, in which we believe we have approximately a 48% market share (an increase from approximately a 24% market share in 1998). The TTI merger expands our range of products and further solidifies our strong customer base by combining both companies' long-standing relationships with important OEMs. The TTI merger gives us market leadership positions across a broader spectrum of truck components, including approximately a 54% market share in brake drums and approximately a 36% market share in disc wheel hubs. We expect to benefit from the combined businesses' broad product portfolio, established brand names and dedicated sales force, all of which we believe will help us to maintain and improve our strong market position by enhancing our ability to cross-sell products, increase our content per vehicle and market ourselves as a broad-based provider of

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commercial vehicle components to our customers. Based on internal market data, we believe that we have a number one or number two market position with respect to the following products:

Market Position in Key Products

Product Line	Brand	Rank
Steel Wheels	Accuride	#1
Brake Drums	Gunite	#1
Disc Wheel Hubs	Gunite	#1
Spoke Wheels	Gunite	#1
Metal Grill and Crown Assemblies	Imperial	#1
Chrome Plating and Polishing	Imperial	#1
Forged Aluminum Wheels	Accuride	#2
Metal Bumpers	Imperial	#2
Fuel Tanks	Imperial	#2
Seating Assemblies	Bostrom	#2

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Significant and Increasing Profitability through Operational Excellence.  Over the past three years, we have significantly reduced our overall cost structure by rationalizing facilities, investing in increased automation and developing proprietary manufacturing processes. Additionally, our management team has aggressively implemented a management system and organization-wide culture focused on continuous operational improvement. This system tracks operating metrics on a weekly and monthly basis and performance is tied to employees' annual compensation. This ongoing program is designed to improve productivity, increase both quality and customer satisfaction and lower our cost base. These cost reduction efforts, in addition to the overall improvement in volume, have resulted in higher margins and profitability. We expect continued margin improvement as the benefits of improving market demand and a lower fixed cost base are more fully realized. Furthermore, the TTI merger provides the opportunity to create meaningful synergies in terms of rationalizing existing costs. We believe that combining the businesses will allow us to eliminate redundant corporate overhead expenses and reduce other costs through the consolidation of purchasing, research and development, information technology and sales and distribution.



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Diversified Business.  We believe that our product portfolio is one of the broadest in the North American commercial vehicle parts industry and provides us with a competitive advantage because it allows us to meet more of our customers' demands as they increasingly outsource production and seek to streamline their supplier base. Our diversification also enables us to capitalize on the growth in our different end markets and enhances our recognition and

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reputation with our customer base. The following table describes our approximate 2004 pro forma net sales by product, end market and customer:

2004 Pro Forma Net Sales Breakdown

By Product	By End Market	By Customer

Source: Management estimates.

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Strong, Long-Term Customer Relationships.  We have successfully developed strong relationships with all of the primary North American commercial vehicle OEMs by offering a broad range of high quality products through targeted sales and marketing efforts. We have a dedicated sales force located near major customers such as Freightliner, PACCAR and International with additional field personnel positioned throughout North America to service other OEMs, independent distributors and trucking fleets. In addition, our research and development department works closely with customer engineering groups on technology development teams that develop new proprietary products and improve existing products and manufacturing processes. Our strong customer relationships are reflected in the fact that for over ten years our products have been standard equipment at virtually all North American heavy- and medium-duty truck OEMs.  Accuride and TTI manufacture and sell products that target the same end customers and in some cases are sold to the same buying representatives at the commercial vehicle OEMs that we serve. Combining TTI's product lines with Accuride's allows our customers to acquire a greater number of critical components from a single source.



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Significant and Growing Aftermarket Presence.  The aftermarket represents a stable, recurring and higher margin portion of our business. Over the last three fiscal years, our pro forma aftermarket sales have grown at an annualized rate of 10.6%. We believe that our increased penetration is a direct result of our focus on the aftermarket. Furthermore, we believe that the TTI merger will widen our sales channels, particularly in the aftermarket where TTI has a strong presence, which will provide us with a broader distribution network to reach more customers.



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Significant Barriers to Entry.  Our businesses have considerable barriers to entry, including the following: (1) significant capital investment and research and development requirements, (2) stringent OEM technical and manufacturing requirements, (3) high switching costs for OEMs to shift production to new suppliers, (4) just-in-time delivery requirements to meet OEM volume demand, (5) strong name-brand recognition and (6) significant shipping costs and unique North American design requirements limiting imports. Competition from non-U.S. manufacturers is relatively limited in the markets in which we compete due to factors including high shipping costs, customer concerns about quality given the safety aspect of many of our products, the need to be responsive to order changes on short notice, unique North American design requirements and the small labor component to most products.

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State-of-the-Art Manufacturing Facilities.  Since 1999, we have invested over $200 million to expand, improve and optimize our facilities, including the wide use of robotics and increased automation. These investments have significantly lowered overall labor costs. Our state-of-the-art facilities have available capacity to meet projected demand for the vast majority of our products and require only modest capital expenditures to increase capacity selectively and lower overall manufacturing costs. Our facilities are strategically located within relative proximity of many of our customers, facilitating more effective and efficient customer service and lowering customer freight charges.



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Proven Management Team.  With an average of over 25 years of experience in heavy manufacturing and the commercial vehicle market, our management team is highly experienced and well respected in the industry. The expertise and strength of our management team has resulted in tangible successes in increasing market share and margins, rationalizing costs, managing working capital and developing our strong market presence and reputation as an industry leader. Most recently, our management team successfully led us through an industry downturn and implemented significant operational improvements.

Strategy

        We believe that our strong competitive position, in combination with the cost reduction initiatives that we have implemented since 1999, will enable us to benefit significantly from the anticipated growth in the North American heavy-duty truck market through increased sales and profitability. Specifically, key investments in our operations and increased capacity in addition to reduced headcount, improvement in manufacturing efficiencies and consolidation of manufacturing facilities have strengthened our competitive position. Accordingly, we believe that as truck build rates increase, we are well positioned to generate profits and margins that will compare favorably to those achieved at similar build rates during the last industry growth period. We are committed to enhancing our sales, profitability and cash flows through the following strategies:

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Focus on Operational Excellence and Efficiency.  We believe that we have a highly competitive cost structure compared with our competitors. Over the past several years, we have reduced our fixed costs and increased our operating efficiencies, resulting in a low fixed-cost structure. We have streamlined operations through reduced headcount, the addition of more efficient manufacturing capabilities and the consolidation and integration of some of our manufacturing plants. As a result, we have maintained our gross profit margin over the past several years despite an industry-wide downturn in heavy-duty truck builds from 2000 through 2003. Improvements in efficiencies have increased our manufacturing capacity, positioning us more favorably than in the past to meet the projected growth in North American demand for trucks. In 2004, we experienced an increase in raw material costs. To reduce our exposure to future cost increases, we have implemented a combination of price increases and surcharges.



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Enhance Market Position through Organic Growth and Revenue Synergies.  We have a multi-pronged growth strategy that includes initiatives to continue to increase market share, add new products and increase customer penetration. In addition, as a result of the TTI merger and our increased product offerings, we believe that there is an opportunity to cross-sell the products offered under each of our brand names and increase our market position in complementary heavy- and medium-duty truck components. Examples include increasing our aftermarket sales through the use of TTI's large and established distribution network, leveraging Accuride's long-standing truck and commercial trailer fleet relationships for TTI's products, expanding opportunities in the military market for TTI products, combining and enhancing product development functions and using Accuride's Monterrey, Mexico facility to establish our Imperial brand name in Mexico.

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Realize Cost Synergies from TTI Merger.  The combination of Accuride and TTI provides the opportunity to create substantial synergies in terms of rationalizing existing costs, eliminating redundant corporate overhead expenses and reducing other costs through the consolidation of purchasing, research and development, information technology and sales and distribution functions. We intend to build on the success of our past cost improvement initiatives to further improve margins.



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Increase Products under Standard Supplier Arrangements.  We provide standard content to a majority of truck platforms at each of Freightliner, PACCAR, International and Volvo/Mack. We continue to focus on these relationships in order to become the standard supplier for additional truck platforms. We believe that we have significant opportunities to increase the number of platforms on which we are the standard supplier as well as the number of products for which we are the sole-source supplier. We also expect that an increase in our standard supplier positions will contribute to the continued growth of our aftermarket business.



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Build Upon Our Market Leading Product Portfolio.  As a result of the TTI merger, we believe that we have a market-leading portfolio of products targeting the commercial vehicle market. We intend to continue strengthening and expanding our product portfolio to further solidify our position as a leading supplier of commercial vehicle components. We expect to develop the portfolio through both internal product development efforts and through select acquisitions of strategic products. We have a market-driven approach to product development, leveraging our close relationships with commercial vehicle OEMs to quickly assess and react to market demand. Additionally, while our near-term focus will be on the successful integration of TTI, we will also continue to identify and pursue, where strategically and financially prudent, select acquisitions that complement our existing portfolio.



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Expand Truck Aftermarket Penetration.  Our success in growing our aftermarket business has led to a large installed base for our products and increased use of our replacement parts. Over the last three fiscal years, our pro forma aftermarket sales have grown at an annualized rate of 10.6%. We intend to continue our focus on increasing penetration in the aftermarket. We believe that our aftermarket opportunities will be somewhat insulated from any fluctuation in new truck production due to the record number of trucks produced in the past decade and our leading OEM market share positions.



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Reduce Indebtedness and Leverage. We currently anticipate reducing our indebtedness and taking steps to reduce our leverage by applying a significant portion of our net proceeds from this offering to repay certain of our outstanding indebtedness. We may also apply a portion of excess cash flow in future periods towards debt reduction in order to further reduce our leverage and increase our financial flexibility.

Customers

        We market our components to more than 1,000 customers, including most of the major North American heavy- and medium-duty truck and commercial trailer OEMs, as well as to the major aftermarket suppliers, including OEM dealer networks, wholesale distributors and aftermarket buying groups. Our largest customers are Freightliner, PACCAR, International and Volvo/ Mack, which combined accounted for 56% of our pro forma net sales in 2004. We have long-term relationships with our larger customers, many of whom have purchased components from us or our predecessors for more than 45 years. We garner repeat business through our reputation for quality and position as a standard supplier for a variety of truck lines. We believe that we will continue to be able to effectively compete for our customers' business due to the high quality of our products, the breadth of our product portfolio and our continued innovation.

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Sales and Marketing

        We have an integrated, corporate-wide sales and marketing group. We have dedicated salespeople who reside near the headquarters of each of the four major truck OEMs and who spend substantially all of their professional time coordinating new sales opportunities and developing our relationship with the OEMs. These sales professionals function as a single point of contact with the OEMs, providing "one-stop shopping" for all of our products. Each brand has sales and marketing personnel who, together with sales engineers, have in-depth product knowledge and provide support to the designated OEM salespeople.

        We also have fleet sales coverage focused on our wheel-end and seating assembly markets who seek to develop relationships directly with fleets to create "pull-through" demand for our products. This effort is intended to help convince the truck OEMs to designate our products as standard equipment and to create sales by encouraging fleets to specify our products on the trucks that they purchase, even if our product is not standard equipment.

        In addition, we have an aftermarket sales coverage for our various products, particularly wheels, wheel-ends and seating assemblies. These salespeople promote and sell our products to the aftermarket, including OEM dealers, warehouse distributors and aftermarket buying groups. The size and effectiveness of this sales coverage has increased in recent years and has contributed to our growth in aftermarket sales.

Manufacturing

        We operate 17 manufacturing facilities, which are characterized by advanced manufacturing capabilities and six just-in-time sequencing facilities in North America. Our U.S. manufacturing operations are located in Alabama, California, Illinois, Indiana, Kentucky, Ohio, Pennsylvania, Tennessee, Texas, Virginia, Washington and Wisconsin. In addition, we have manufacturing facilities in Canada and Mexico. These facilities are strategically located to meet our manufacturing needs and the demands of our customers. In particular, in our wheel-end and assembly market, we believe that our highly-integrated manufacturing operations provide us with a competitive advantage, as we are able to combine our high quality castings from our facilities in Brillion, Wisconsin and Rockford, Illinois with our machining, assembly, welding and painting operations in Elkhart, Indiana.

        All of our significant operations are QS-9000 certified, which means that they comply with certain quality assurance standards for truck components suppliers. We believe our manufacturing operations are highly regarded by our customers, and we have received numerous quality awards from our customers including PACCAR's Preferred Supplier award and Freightliner's Masters of Quality award.

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Properties

        The table below sets forth certain information regarding our material owned and leased properties. We believe these properties are suitable and adequate for our business.

Facility Overview

Location	Business function	Brands Manufactured	Owned/ Leased	Size (sq. feet)
Evansville, IN	Corporate Headquarters	Corporate	Leased	37,229
London, Ontario, Canada	Heavy- and Medium-duty Steel Wheels, Light Truck Steel Wheels	Accuride	Owned	536,259
Henderson, KY	Heavy- and Medium-duty Steel Wheels, R&D	Accuride	Owned	364,365
Monterrey, Mexico	Heavy- and Medium-duty Steel Wheels, Light Truck Wheels	Accuride	Owned	262,000
Erie, PA	Forging and Machining—Aluminum Wheels	Accuride	Leased	421,229
Cuyahoga Falls, OH	Machining and Polishing—Aluminum Wheels	Accuride	Leased	131,700
Taylor, MI	Warehouse	Accuride	Leased	75,000
Rockford, IL	Wheel-end Foundry, Warehouse, Administrative Office	Gunite	Owned	619,000
Elkhart, IN	Machining and Assembling—Hub, Drums and Rotors	Gunite	Owned	258,000
Elkhart, IN	Machining and Assembling—Automatic Slack Adjusters	Gunite	Leased	37,000
Bristol, IN	Warehouse	Gunite	Leased	108,000
Brillion, WI	Molding, Finishing, Farm Equipment, Administrative Office	Brillion	Owned	593,200
Portland, TN	Metal Fabricating, Stamping, Assembly, Administrative Office	Imperial	Leased	200,000
Portland, TN	Plating and Polishing	Imperial	Owned	86,000
Decatur, TX	Metal Fabricating, Stamping, Assembly, Machining and Polishing Shop	Imperial	Owned	122,000
Dublin, VA	Tube Bending, Assembly and Line Sequencing	Imperial	Owned/ Leased	116,000
Chehalis, WA	Metal Fabricating, Stamping, Assembly	Imperial	Owned	90,000
Piedmont, AL	Manufacturing, Administrative Office	Bostrom	Owned(a)	200,000
Livermore, CA	Manufacturing, Warehouse, Administrative Office	Fabco	Leased	56,800

(a)

This property is a leased facility for which we have an option to buy at any time for a nominal price.

Competition

        We operate in highly competitive markets. However, no single manufacturer competes with all of the products manufactured and sold by us in the heavy-duty truck market, and the degree of competition varies among the different products that we sell. In each of our markets, we compete on the basis of price, manufacturing and distribution capabilities, product quality, product design, breadth of product line, delivery and service.

        The competitive landscape for each of our brands is unique. Our primary competitors in the wheel markets include Alcoa Inc., ArvinMeritor, Inc. and Hayes Lemmerz International, Inc. The competition in the wheel-ends and assemblies markets for heavy-duty trucks and commercial trailers is ArvinMeritor, Consolidated Metco Inc., Hayes Lemmerz and Webb Wheel Products Inc. The truck body and chassis parts markets are fragmented and characterized by many small private companies. The seating assemblies market has a very limited number of competitors, with National Seating Company as our main competitor. Our major competitors in the industrial components market include 10 to 12 foundries operating in the Midwest and Southern regions of the United States.

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Raw Materials and Suppliers

        We typically purchase steel for our wheel products from a number of different suppliers by negotiating high-volume contracts with terms ranging from one to three years. While we believe that our supply contracts can be renewed on acceptable terms, we cannot assure you that such agreements can be renewed on such terms or at all. However, we do not believe that we are overly dependent on long-term supply contracts for our steel requirements as we have alternative sources available if need requires. Furthermore, it should be understood that the domestic steel industry is subject to major restructuring and is poorly positioned, due to a lack of raw materials, to respond to major volume increases. This may result in occasional industry allocations and surcharges.

        We obtain aluminum for our wheel products through third-party suppliers. We believe that aluminum is readily available from a variety of sources. While aluminum prices have been volatile, we have price agreements with our current supplier to minimize the impact of any price volatility.

        Major raw materials for our wheel-end and industrial component products are steel scrap and pig iron. We do not have any long-term contractual commitments with any steel scrap or pig iron suppliers, but do not anticipate having any difficulty in obtaining steel scrap or pig iron due to the large number of potential suppliers and our position as a major purchaser in the industry. A portion of increases in steel scrap prices for our wheel-ends and industrial components is passed through to most of our customers by way of a fluctuating surcharge, which is calculated and adjusted on a monthly or quarterly basis. Other major raw materials include silicon sand, binders, sand additives and coated sand, which are generally available from multiple sources. Coke and natural gas, the primary energy sources for our melting operations, have historically been generally available from multiple sources, and electricity, another of these energy sources, has historically been generally available.

        The main raw materials for our truck body and chassis parts are sheet and formed steel and aluminum. Price increases for these raw materials are passed through to our largest customers for those parts on a contractual basis. We purchase major fabricating and seating materials, such as fasteners, steel, foam, fabric and tube steel, from multiple sources, and these materials have historically been generally available.

Employees and Labor Unions

        As of December 31, 2004, we had approximately 4,800 employees, of which 995 were salaried employees with the remainder paid hourly. Approximately 2,300 employees, or 48% of the total, are represented by unions. We have collective bargaining agreements with several unions, including (1) the United Autoworkers, (2) the International Brotherhood of Teamsters, (3) the Paper, Allied-Industrial, Chemical & Energy Workers International Union, (4) the International Association of Machinists and Aerospace Workers, (5) the National Automobile, Aerospace, Transportation, and General Workers Union of Canada and (6) El Sindicato Industrial de Trabajadores de Nuevo Leon. In June 2004, employees at our Cuyahoga Falls, Ohio facility elected to be represented by the United Auto Workers. We are currently in negotiations of the initial contract and there are several unfair labor practice charges pending against us in connection with that organizing activity. We do not anticipate that the unionization of the employees at our Cuyahoga Falls, Ohio facility will have an adverse effect on our operating costs.

        Each of our unionized facilities has a separate contract with the union that represents the workers employed at such facility. The union contracts expire at various times over the next few years. With the exception of our union contract with our hourly employees at our Monterrey, Mexico facility, which expires on an annual basis unless otherwise renewed, we do not have a union contract expiring before April 2005, at which time our union contract with the United Autoworkers covering hourly employees at our Rockford, Illinois facility will expire. We anticipate that negotiations to renew this contract will begin in March 2005.

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Intellectual Property

        We believe that our trademarks, patents, copyrights and other proprietary rights are important to our business. We have numerous trademarks, patents and copyrights in the United States and in certain foreign countries. We are not aware of any current or pending suits in connection with any of our trademarks, patents or copyrights.

Environmental Matters

        Our operations, facilities and properties are subject to extensive and evolving laws and regulations pertaining to air emissions, wastewater discharges, the handling and disposal of solid and hazardous materials and wastes, the investigation and remediation of contamination, and otherwise relating to health, safety and the protection of the environment and natural resources. As a result, we are involved from time to time in administrative or legal proceedings relating to environmental, health and safety matters, and have in the past and will continue to incur capital costs and other expenditures relating to such matters. In addition to environmental laws that regulate our subsidiaries' ongoing operations, our subsidiaries are also subject to environmental remediation liability. Under the federal Comprehensive Environmental Response, Compensation, and Liability Act, or CERCLA, and analogous state laws, our subsidiaries may be liable as a result of the release or threatened release of hazardous materials into the environment. Our subsidiaries are currently involved in several matters relating to the investigation and/or remediation of locations where they have arranged for the disposal of foundry and other wastes. Such matters include situations in which we have been named or are believed to be Potentially Responsible Parties under CERCLA or state laws in connection with the contamination of these sites. Additionally, environmental remediation may be required to address soil and groundwater contamination identified at certain facilities.

        As of December 31, 2004, we had a environmental reserve of approximately $2.8 million, related primarily to our foundry operations. This reserve is based on current cost estimates and does not reduce estimated expenditures to net present value, but does take into account the benefit of a contractual indemnity given to us by a prior owner of our wheel-end subsidiary. We cannot assure you, however, that the indemnitor will fulfill its obligations, and the failure to do so could result in future costs that may be material. Any cash expenditures required by us or our subsidiaries to comply with applicable environmental laws and/or to pay for any remediation efforts will not be reduced or otherwise affected by the existence of the environmental reserve. Our environmental reserve may not be adequate to cover our future costs related to the sites associated with the environmental reserve, and any additional costs may have a material adverse effect on our business, results of operations or financial condition. The discovery of additional sites, the modification of existing or the promulgation of new laws or regulations, more vigorous enforcement by regulators, the imposition of joint and several liability under CERCLA or analogous state laws, or other unanticipated events could also result in such a material adverse effect.

        As part of an initiative regarding compliance in the foundry industry, the EPA conducted an environmental multimedia inspection at Gunite's Rockford, Illinois plant in September and October 2003. Gunite received an administrative complaint from the EPA in January 2005 regarding alleged violations of certain registration and record maintenance regulations, with a proposed penalty in the amount of approximately $138,600. Gunite is reviewing the complaint and has not yet responded.

        The final Iron and Steel Foundry National Emission Standard for Hazardous Air Pollutants, or NESHAP, was developed pursuant to Section 112(d) of the Clean Air Act and requires all major sources of hazardous air pollutants to install controls representative of maximum achievable control technology. We are evaluating the applicability of the Iron and Steel Foundry NESHAP to our foundry operations. If applicable, compliance with the Iron and Steel Foundry NESHAP may result in future significant capital costs, which we currently expect to be approximately $5 million in total during the period 2005 through 2007.

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Legal Proceedings

        We are involved in a variety of legal proceedings, including workers' compensation claims, OSHA investigations, employment disputes, unfair labor practice charges, customer and supplier disputes and product liability claims arising out of the conduct of our businesses. In our opinion, the ultimate outcome of these legal proceedings will not have a material adverse effect on our financial position, results of operations or cash flows.

Our Sponsors

        Kohlberg Kravis Roberts & Co. L.P. is one of the world's oldest and most experienced private equity firms specializing in management buyouts. KKR is an investor in our company.

        Trimaran Capital Partners is a private asset management firm headquartered in New York, with assets under management in excess of $3.8 billion. Trimaran Investments II, L.L.C., an affiliate of Trimaran Capital Partners, is the managing member of Trimaran Fund II, L.L.C., Trimaran Parallel Fund II, L.P., Trimaran Capital, L.L.C., TTI Securities Acquisition, L.L.C., CIBC Employee Private Equity Fund (Trimaran) Partners and CIBC Capital Corporation. Trimaran Capital Partners, through its affiliated entity, Trimaran Advisors, L.L.C., formerly Caravelle Advisors, L.L.C., manages a portfolio of bank loans, high yield securities and special situation investments. Caravelle Investment Fund, L.L.C., a fund managed by Trimaran Advisors, is also an investor in our company.

        As of February 1, 2005, entities affiliated with KKR and entities affiliated with Trimaran Investments II, L.L.C. beneficially owned approximately 53.7% and 27.6% of our outstanding common stock, respectively (these beneficial ownership interests include 1,933.17 shares of our common stock that will be issuable upon TTI's achievement of certain performance goals). In addition, pursuant to a management services agreement among, us, KKR and Trimaran, KKR has agreed to render management, consulting and financial services to us for an annual fee of $665,000, while Trimaran has agreed to render management, consulting and financial services to us for an annual fee of $335,000.

Internal Control Over Financial Reporting

        Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:

(1)

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(2)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

(3)

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

        Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control

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over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.

        In connection with the completion of its audit of, and the issuance of an unqualified report on, TTI's financial statements for the year ended December 31, 2004, our independent registered public accounting firm, Deloitte & Touche LLP, identified deficiencies involving internal controls of TTI that it considers to be reportable conditions that constitute material weaknesses pursuant to standards established by the American Institute of Certified Public Accountants. The material weaknesses noted include: (1) weaknesses related to field level controls at TTI's Gunite and Brillion locations, which demonstrated local managements' lack of consistent understanding and compliance with TTI's policies and procedures and which included errors that resulted in certain book to physical inventory adjustments; and (2) a weakness related to the corporate level financial reporting, which consisted of the failure to adequately review the work of a third party actuarial consultant requiring an adjustment to our workers' compensation liability.

        In response to the material weaknesses identified by Deloitte & Touche LLP in respect to the internal control over financial reporting, management is implementing additional procedures and controls to remediate the material weaknesses. Actions being taken by management to remediate the material weaknesses with respect to TTI's Gunite and Brillion locations include: (i) monitor compliance with TTI's policies and procedures at the operating locations; (ii) develop targeted site reviews for locations that possess the weakest records of complying with TTI's policies and procedures; (iii) re-emphasize the importance of policies and procedures through continued training of operating location management of written policies and procedures; and (iv) dedicate additional review time to account reconciliations and analyses being performed by new accounting staff or when being prepared by an individual for the first time. Actions to be taken by management with respect to TTI's financial reporting controls include: (i) strengthen preventive controls; and (ii) review all assumptions and data provided to TTI by third party service providers.

        We acquired TTI on January 31, 2005, and it may not be possible for us to complete an assessment of TTI's internal control over financial reporting during the period from consummation of the TTI merger to the date of management's assessment under Section 404 of the Sarbanes-Oxley Act. Pursuant to FAQ 3 of the SEC's Securities Act Release No. 34-47986 (June 5, 2003), if we are unable to complete an assessment of TTI's internal control over financial reporting for the fiscal year ending December 31, 2005, then management of the Company expects to exclude TTI from management's report on internal control over financial reporting under Section 404. Pursuant to FAQ 9 of the Securities Act Release No. 34-47986 (June 5, 2003), the changes to TTI's internal control over financial reporting will be disclosed in the Company's 2005 Annual Report on Form 10-K, rather than in quarterly reports until the earlier of the completion of the remediation process or the 2006 Form 10-K. Net sales for the year ended December 31, 2004 for TTI were $588.3 million. Unless the material weaknesses described above, or any other material weaknesses identified in the future by us, are remedied prior to December 31, 2006, management will not be able to state in its evaluation that internal control over financial reporting is effective at a reasonable assurance level under Section 404 of the Sarbanes-Oxley Act.

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MANAGEMENT

Executive Officers and Directors

        Set forth below is information concerning our directors and executive officers, including their respective ages as of February 1, 2005. KKR and Trimaran each have the right to appoint four and three members, respectively, to our board.

Name	Age	Position(s)
Terrence J. Keating	55	Director, President and Chief Executive Officer
Andrew M. Weller	58	Director, Executive Vice President/TTI Operations & Integration
John R. Murphy	54	Executive Vice President/Finance and Chief Financial Officer
David K. Armstrong	48	Senior Vice President/General Counsel and Corporate Secretary
James D. Cirar	58	Senior Vice President/Gunite and Brillion Operations
Elizabeth I. Hamme	54	Senior Vice President/Human Resources
Henry L. Taylor	50	Senior Vice President/Sales and Marketing
James H. Greene, Jr.	54	Director
Todd A. Fisher	39	Director
Frederick M. Goltz	33	Director
Jay R. Bloom	49	Director
Mark D. Dalton	43	Director

        Terrence J. Keating has served as Chief Executive Officer, President and a director of the Company since May 2002. He began his career with us in December 1996 and has formerly served as Vice President/Operations and Senior Vice President and General Manager/Wheels. Mr. Keating holds a B.S. in Mechanical Engineering Technology from Purdue University and an M.B.A. in Operations from Indiana University.

        Andrew M. Weller has served as Executive Vice President/TTI Operations & Integration and as a director since February 2005. Mr. Weller served as President and Chief Operating Officer of TTI from January 2000 to August 2004 and as TTI's President and Chief Executive Officer from August 2004 to January 2005. Mr. Weller also served as a director of TTI from September 1994 to January 2005. He formerly served as Executive Vice President and Chief Financial Officer of TTI from September 1994 to January 2000. Mr. Weller has also been Senior Managing Director of, and a partner in, TMB Industries since September 1994.

John R. Murphy has served as Executive Vice President/Finance and Chief Financial Officer of the Company since March 1998. Mr. Murphy also serves as a director of O'Reilly Automotive, Inc., where he is the Chairman of its audit committee and a member of the governance/nominating committee. Mr. Murphy holds a B.S. in Accounting from the Pennsylvania State University and an M.B.A. from the University of Colorado.

        James D. Cirar has served as Senior Vice President/Gunite and Brillion Operations since February 2005. Mr. Cirar served as a director of TTI from January 2000 to January 2005. From January 2001 to January 2005, he served as an Executive Vice President of TTI and as the President and Chief Executive Officer of TTI's Foundry Group. From January 2000 through December 2000, Mr. Cirar served as a Senior Vice President of TTI and as the President and Chief Executive Officer of Gunite Corporation. Mr. Cirar was Chairman of Johnstown America Corporation and Freight Car Services, Inc. from September 1998 to June 1999 and Senior Vice President of Johnstown America Industries, Inc. from July 1997 to June 1999. Mr. Cirar is also a director of FreightCar America, Inc..

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David K. Armstrong has served as Senior Vice President/General Counsel and Corporate Secretary for the Company since October 1998. Mr. Armstrong holds a B.S. and MAcc in Accounting and a Juris Doctorate, all from Brigham Young University.

Elizabeth I. Hamme has served as Senior Vice President/Human Resources since February 1995. Ms. Hamme holds a B.A. in Political Science and an M.A. in Adult Education from George Washington University.

Henry L. Taylor has served as Senior Vice President/Sales and Marketing since July 2002. He formerly served as Vice President/Marketing from April 1996 to June 2002. Mr. Taylor holds a B.S. in Marketing and Management from the University of Nevada, Reno and has completed graduate courses in business at the University of Nevada, Reno, St. Louis University and Case Western University.

James H. Greene, Jr. has been a director since January 1998. He has been a member of KKR & Co., L.L.C., the limited liability company which serves as the general partner to KKR, since January 1996. He is also a director of Alliance Imaging, Inc., Owens-Illinois, Inc., Shoppers Drug Mart Corporation, and Zhone Technologies, Inc.

Todd A. Fisher has been a director since January 1998. He has been a member of KKR & Co., L.L.C. since January 2001 and was an executive of KKR from June 1993 to December 2000. Mr. Fisher is also a director of Alea Group Holding Ltd., BRW-Parent of Bristol West Holdings, Inc., Rockwood Specialties, Inc. and Vendex KBB N.V.

Frederick M. Goltz has been a director since June 1999. He has been an executive of KKR since March 1995, with the exception of the period from July 1997 to July 1998 during which time he earned an MBA at INSEAD. Mr. Goltz is also a director of Texas Genco LLC.

        Jay R. Bloom has been a director since February 2005. From March 2000 to January 2005, Mr. Bloom served as a director of TTI. Mr. Bloom is a founder, and has served as a managing partner, of Trimaran Fund Management, L.L.C since February 1999. Mr. Bloom has also served as a managing director and vice chairman of CIBC World Markets Corp. since August 1995, and as co-head of the CIBC Argosy Merchant Banking Funds since August 1995. Mr. Bloom is also a director of Educational Services of America, Inc., Norcross Safety Product L.L.C., FreightCar America, Inc., Norcraft Companies, L.P. and NSP Holdings, LLC. Mr. Bloom currently serves as a member of the Cornell University's Undergraduate Business Program Advisory Counsel, Performance Measures Task Force, Johnson Graduate School of Management Advisory Counsel and the Cornell University Council.

        Mark D. Dalton has been a director since February 2005. From March 2000 to January 2005, Mr. Dalton served as a director of TTI. Mr. Dalton has served as a managing director of Trimaran Fund Management, L.L.C since August 2001. From December 1996 to August 2001, Mr. Dalton served as a managing director in the Leveraged Finance Group of CIBC World Markets Corp. Mr. Dalton is also a director of FreightCar America, Inc.

Composition of the Board of Directors after the Offering

        Upon the consummation of this offering our board of directors will consist of seven members. The rules of the New York Stock Exchange require that a majority of our board of directors qualify as "independent" according to the rules and regulations of the SEC and the New York Stock Exchange no later than the first anniversary of the closing. We intend to comply with these requirements.

Classified Board

        Our certificate of incorporation will provide that our board of directors will be divided into three classes of directors, with the classes as nearly equal in number as possible. As a result, approximately one-third of our board of directors will be elected each year. The classification of directors will have

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the effect of making it more difficult for stockholders to change the composition of our board. Our certificate of incorporation will provide that, subject to any rights of holders of preferred stock to elect additional directors under specified circumstances, the number of directors will be fixed in the manner provided in the bylaws. Our certificate of incorporation and the bylaws will provide that the number of directors will be fixed from time to time solely pursuant to a resolution adopted by the board, and that upon completion of this offering our board will initially consist of seven directors.

        Upon completion of this offering, our board of directors will be divided into three classes as follows:

•

Class I consisting of                        , whose terms will expire at our annual meeting of stockholders to be held in 2005;



•

Class II consisting of                        , whose terms will expire at our annual meeting of stockholders to be held in 2006; and



•

Class III consisting of                        , whose terms will expire at our annual meeting of stockholders to be held in 2007.

Committees of the Board of Directors

        Our board of directors currently has an audit committee and a compensation committee. Upon the consummation of the offering, our board of directors will have an audit committee, a compensation committee and a nominating and corporate governance committee. Our board of directors may also establish from time to time any other committees that it deems necessary or advisable.

Audit Committee

        The audit committee of our board of directors recommends the appointment of our independent auditors, reviews our internal accounting procedures, risk assessment procedures and financial statements and consults with and reviews the services provided by our independent auditors, including the results and scope of their audit. The audit committee currently consists of Messrs. Greene, Fisher and Goltz. The composition of the audit committee will be required to comply with the independence requirements of the SEC and the New York Stock Exchange, including the designation of an "audit committee financial expert." Immediately following the consummation of the offering, the audit committee is expected to consist of                        whom we will designate as the audit committee financial expert and chairman,                         and                         . The composition of the audit committee will comply with SEC and New York Stock Exchange requirements. Our board of directors will adopt a written charter for our audit committee, which will be posted on our website.

Compensation Committee

        The compensation committee of our board of directors reviews and recommends to the board of directors the compensation and benefits of our executive officers, administers our stock plans and establishes and reviews general policies relating to compensation and benefits of our employees. The compensation committee currently consists of Messrs. Greene, Fisher and Goltz, with Mr. Greene as Chairman. Each member of the compensation committee is a "non-employee" director within the meaning of Rule 16b-3 of the rules promulgated under the Securities Exchange Act of 1934, as amended. Immediately following the consummation of the offering, the compensation committee is expected to consist of three members. Our board of directors will adopt a written charter for our compensation committee, which will be posted on our website.

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Nominating and Corporate Governance Committee

        The nominating and corporate governance committee of our board of directors will, subject to the terms of our stockholders' agreement, identify individuals qualified to become board members and recommend candidates for election to the board of directors, and consider and make recommendations to the board of directors regarding the size and composition of the board, committee structure and makeup and retirement procedures affecting board members. The nominating and corporate governance committee will also monitor our performance in meeting our obligations of fairness in internal and external matters and our principles of corporate governance. Immediately following consummation of the offering, the nominating and corporate governance committee is expected to consist of three members. The composition of the nominating and corporate committee will comply with SEC and New York Stock Exchange requirements. Our board of directors will adopt a written charter for our nominating and corporate governance committee, which will be posted on our website.

Compensation Committee Interlocks and Insider Participation

        Messrs. Greene, Fisher, and Goltz, with Mr. Greene as Chairman, serve as the members of the compensation committee. Messrs. Greene and Fisher are members of KKR 1996 GP L.L.C., which beneficially owns approximately 53.7% of our outstanding common stock, and members of KKR & Co., L.L.C., which serves as general partner of KKR. Mr. Goltz is an executive of KKR & Co., L.L.C. None of our executive officers serves as a member of the board of directors or compensation committee of any other company that has one or more of its executive officers serving as a member of our board of directors or compensation committee.

Corporate Governance

        We have adopted a written code of conduct that is designed to deter wrongdoing and to promote:

•

honest and ethical conduct;



•

full, fair, accurate, timely and understandable disclosure in reports and documents that we file with the SEC and in our other public communications;



•

compliance with applicable laws, rules and regulations, including insider trading compliance; and



•

accountability for adherence to the code and prompt internal report of violations of the code, including illegal or unethical behavior regarding accounting or auditing practices.

        The audit committee of our board of directors will review our code of ethics on a regular basis and will propose or adopt additions or amendments as it considers required or appropriate. Our code of ethics will be posted on our website.

Director Compensation

        Directors employed by us do not receive any separate compensation for services performed as a director. Those directors not otherwise employed by us currently receive a $30,000 annual retainer. There is no separate compensation for service on the compensation or audit committees. We reimburse directors for expenses incurred in connection with attendance at board or committee meetings.

Executive Compensation

        The following table sets forth the cash and non-cash compensation for services in all capacities to us for 2002, 2003 and 2004 of (1) our Chief Executive Officer and (2) our four most highly compensated executive officers other than the Chief Executive Officer who were serving as executive officers as of December 31, 2004. We refer to these officers as the "named executive officers."

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Summary Compensation Table

								Long Term Compensation
		Annual Compensation						Awards		Payouts
Name and Principal Position	Year	Salary		Bonus		Other Annual Compensation (a)		Restricted Stock Award(s)	Securities Underlying Options/SARs	LTIP Payouts	All Other Compensation (b)
Terrence J. Keating(a) (President and Chief Executive Officer)	2004 2003 2002	$ $ $	365,137 330,000 282,920	$ $ $	289,988 352,249 139,432	$ $ $	26,232 10,066 11,940	— — —	30 — 318	— — —	$ $ $	300,000 119,423 74,907
John R. Murphy (Executive Vice President/Finance & CFO)	2004 2003 2002	$ $ $	296,480 283,500 275,625	$ $ $	248,642 374,092 267,300	$ $ $	16,992 9,499 10,111	— — —	25 — 203	— — —	$ $ $	337,817 120,769 91,312
David K. Armstrong (Senior Vice President/General Counsel)	2004 2003 2002	$ $ $	209,885 200,700 193,700	$ $ $	119,035 176,556 124,542	$ $ $	14,446 9,588 13,764	— — —	20 — 134	— — —	$ $ $	94,697 53,769 44,492
Elizabeth I. Hamme (Senior Vice President/Human Resources)	2004 2003 2002	$ $ $	187,355 179,160 172,965	$ $ $	106,260 157,607 111,236	$ $ $	9,603 9,479 10,252	— — —	20 — 134	— — —	$ $ $	190,715 52,930 36,682
Henry L. Taylor (Senior Vice President/Sales and Marketing)	2004 2003 2002	$ $ $	177,850 170,040 160,860	$ $ $	101,039 128,925 79,751	$ $ $	10,924 9,391 8,919	— — —	20 — 134	— — —	$ $ $	48,530 44,416 9,752

(a)

Compensation includes financial planning service fees, vacation sold, overseas travel incentive, and gross-ups on financial planning and gift certificate as follows:

	Year	Financial Planning Service Fees Plus Gross-up		Vacation Sold		Gift Certificate/ Award Plus Gross-up		Overseas Travel Incentive
Mr. Keating	2004 2003 2002	$ $ $	9,478 10,030 10,111	$	16,754 — —	$	— 36 —	$	— 1,829
Mr. Murphy	2004 2003 2002	$ $ $	9,478 9,355 10,111	$	7,442 — —	$ $	71 144 —		— — —
Mr. Armstrong	2004 2003 2002	$ $ $	9,531 9,443 10,215	$	4,863 — —	$ $ $	72 145 37	$	— — 3,512
Ms. Hamme	2004 2003 2002	$ $ $	9,531 9,443 10,215		— — —	$ $ $	72 36 37		— — —
Mr. Taylor	2004 2003 2002	$ $ $	9,478 9,355 8,882	$	1,374 — —	$ $ $	72 36 37		— — —

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(b)

Compensation includes contributions made by the Company to the employees' non-qualified retirement plans, qualified savings plan (company match and/or profit sharing), the Executive Life Insurance Plan (which provides employees with a bonus to pay for a universal life insurance policy that is fully owned by the employee), personal excess umbrella insurance coverage and gross-ups as set forth below:

	Year	Non-Qualified Retirement Plans Plus Gross-Up		Company Match & Profit Sharing		ELIP Premiums Plus Gross-up		Umbrella Insurance Premium Plus Gross-up		Distribution Upon Termination of Supplemental Savings Plan
Mr. Keating	2004 2003 2002	$ $ $	78,427 69,017 35,689	$ $ $	20,493 25,681 5,000	$ $ $	43,653 22,607 32,277	$ $ $	2,297 2,118 1,941	$	155,130 — —
Mr. Murphy	2004 2003 2002	$ $ $	48,119 63,728 52,695	$ $ $	18,328 25,148 5,000	$ $ $	29,775 29,775 29,775	$ $ $	2,297 2,118 3,842	$	239,298 — —
Mr. Armstrong	2004 2003 2002	$ $ $	12,918 17,969 15,008	$ $ $	14,012 19,383 4,615	$ $ $	15,000 15,000 14,654	$ $ $	1,446 1,417 10,215	$	51,321 — —
Ms. Hamme	2004 2003 2002	$ $ $	10,252 15,823 12,214	$ $ $	12,886 17,069 4,324	$ $ $	18,621 18,621 18,203	$ $ $	1,446 1,417 1,941	$	147,510 — —
Mr. Taylor	2004 2003 2002	$ $ $	8,487 9,946 5,108	$ $ $	12,848 16,058 3,490	$ $	17,005 17,005 —	$ $ $	1,436 1,407 1,154	$	8,754 — —

        Effective February 1, 2005, Messrs. Weller and Cirar joined Accuride as executive officers as a result of the TTI merger. Mr. Weller serves as Executive Vice President/TTI Operations & Integration with a base salary of $550,000. Mr. Cirar serves as Senior Vice President/Gunite & Brillion Operations with a base salary of $443,000. Please see "Employment Agreements."

Options/Option Exercises/SARs/Restricted Stock

        The following table gives information for options exercised by each of the named executive officers in 2004 and the value (stock price less exercise price) of the remaining options held by those executive officers at year end, using management's estimate of the common stock value on December 31, 2004:

Aggregated Option/SAR Exercises in Last Fiscal Year
and Fiscal Year-End Option/SAR Values

				Number of Securities Underlying Unexercised Options/SARs at Fiscal Year-End		Value of Unexercised In-the-Money Options/SARs at Fiscal Year-End(a)
Name	Shares Acquired on Exercise	Value Realized
				Exercisable	Unexercisable	Exercisable	Unexercisable
Terrence Keating	0	$	0	306.0	106.0	—	—
John R. Murphy	0	$	0	289.9	78.2	—	—
David K. Armstrong	0	$	0	165.5	52.5	—	—
Elizabeth I. Hamme	0	$	0	165.5	52.5	—	—
Henry L. Taylor	0	$	0	165.5	52.5	—	—

Pension Plan Disclosure

        The Accuride Cash Balance Pension Plan, which we refer to as the Retirement Plan, covers certain employees of the Company. Under the Retirement Plan, each participant has a "cash balance account"

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which is established for bookkeeping purposes only. Each year, each participant's cash balance account is credited with a percentage of the participant's earnings (as defined in the Retirement Plan). The percentage ranges from 2% to 11.5%, depending on the participant's age, years of service and date of participation in the Retirement Plan. If a participant has excess earnings above the Social Security taxable wage base, then an additional 2% of the excess earnings amount is credited to the participant's account. Participants' accounts also are credited with interest each year, based upon the rates payable on certain U.S. Treasury debt instruments. Employees first becoming participants after January 1, 1998 also receive an additional credit for their first year of service.

        A participant's benefit at normal retirement age, if calculated as a lump sum payment, equals the balance of his or her cash balance account. The actuarial equivalent of the account balance also can be paid as a single life annuity, a qualified joint and survivor annuity, or an alternative form of payment allowed under the Retirement Plan.

        The estimated annual benefits payable upon retirement at normal retirement age (assuming continued compensation at the present amounts until normal retirement age, crediting of interest at a 6% rate and disregarding future cost-of-living increases in the Social Security wage base and qualified plan compensation and benefit limits), for each of the following named executive officers are:

Terrence J. Keating	$	44,000
John R. Murphy	$	44,300
David K. Armstrong	$	66,000
Elizabeth I. Hamme	$	44,800
Henry L. Taylor	$	56,700

Equity Incentive Plans

        In connection with this offering, we will be adopting an Equity Incentive Plan, which we refer to as the Incentive Plan. Upon adoption of the Incentive Plan no further options will be granted under our current 1998 Stock Purchase and Option Plan for Employees of Accuride Corporation and Subsidiaries, which we refer to as the 1998 Plan. On February 1, 2005, 2,410.2 options to purchase shares or our common stock remained outstanding under the 1998 Plan.

        Prior to the consummation of this offering, our board of directors and stockholders will approve the Incentive Plan. Once approved, the Incentive Plan will terminate on the earlier of ten years after stockholder approval or when the board of directors terminates the Incentive Plan. The Incentive Plan will provide for the grant of incentive stock options, or ISOs, as defined in section 422 of the Internal Revenue Code of 1986, as amended, or the Code, nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights, or SARs, deferred stock, dividend equivalent rights, performance awards and stock payments, which we refer to collectively as Awards, to our employees, consultants and directors.

Share Reserve

        The Incentive Plan will reserve for issuance upon grant or exercise of Awards up to                         shares of our common stock. Once the Incentive Plan becomes subject to Section 162(m) of the Code, no more than             shares may be granted pursuant to Awards which are intended to be performance based compensation within the meaning of Code Section 162(m) to any one participant in a 12 month period. The shares subject to the Incentive Plan, the limitations on the number of shares that may be awarded under the Incentive Plan and shares and option prices subject to awards outstanding under the Incentive Plan will be adjusted as the plan administrator deems appropriate to reflect stock dividends, stock splits, combinations or exchanges of shares, mergers, consolidations,

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spin-offs, recapitalizations or other distributions of our assets. As of the date hereof, no shares of common stock or Awards have been granted under the Incentive Plan.

        Shares withheld for taxes, shares used to pay the exercise price of an option in a net exercise and shares tendered to us to pay the exercise price of an option or other Award may be available for future grants of Awards under the Incentive Plan. In addition, shares subject to stock Awards that have expired, been forfeited or otherwise terminated without having been exercised may be subject to new Awards. Shares issued under the Incentive Plan may be previously authorized but unissued shares or reacquired shares bought on the open market or otherwise.

Administration

        Generally, the compensation committee of our board of directors will administer the Incentive Plan. However, with respect to Awards made to our non-employee directors or to individuals subject to Section 16 of the Securities Exchange Act of 1934, as amended, the full board will act as the administrator of the Incentive Plan. The committee or the full board, as appropriate, has the authority to

•

select the individuals who will receive Awards;



•

determine the type or types of Awards to be granted;



•

determine the number of Awards to be granted and the number of shares to which the Award relates;



•

determine the terms and conditions of any Award, including the exercise price and vesting;



•

determine the terms of settlement of any Award;



•

prescribe the form of Award agreement;



•

establish, adopt or revise rules for administration of the Incentive Plan;



•

interpret the terms of the Incentive Plan and any matters arising under the Incentive Plan; and



•

make all other decisions and determinations as may be necessary to administer the Incentive Plan.

        The compensation committee may delegate its authority to grant or amend Awards with respect to participants other than senior executive officers, employees covered by Section 162(m) of the Code or the officers to whom the authority to grant or amend Awards has been delegated.

        The compensation committee, with the approval of the board, may also amend the Incentive Plan. Amendments to the Incentive Plan are subject to stockholder approval to the extent required by law, or the New York Stock Exchange rules or regulations. Additionally, stockholder approval will be specifically required to increase the number of shares available for issuance under the Incentive Plan or to extend the term of an option beyond ten years.

Eligibility

        Awards under the Incentive Plan may be granted to individuals who are our employees or employees of our subsidiaries, our non-employee directors and our consultants and advisors. However, options which are intended to qualify as ISOs may only be granted to employees.

Awards

        The following will briefly describe the principal features of the various Awards that may be granted under the Incentive Plan.

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Options.    Options provide for the right to purchase our common stock at a specified price, and usually will become exercisable at the discretion of the compensation committee in one or more installments after the grant date. The option exercise price may be paid in cash, by check, shares of our common stock which have been held by the option holder for at least six months, other property with value equal to the exercise price, through a broker assisted cashless exercise or such other methods as the compensation committee may approve from time to time. The compensation committee may at any time substitute SARs for options granted under the Incentive Plan. Options may take two forms, nonstatutory stock options, or NSOs, and incentive stock options, or ISOs.

        NSOs may be granted for any term specified by the compensation committee, but shall not exceed ten years. NSOs will also provide for exercise for a period of at least one year after the participant's death. NSOs may be granted at an exercise price that is less than the fair market value of our common stock on the date of grant, but not less than 85% of the fair market value on such date.

        ISOs will be designed to comply with the relevant provisions of the Code, including regulations promulgated thereunder, and will be subject to certain restrictions contained in the Code in order to qualify as ISOs. Among such restrictions ISOs must:

•

have an exercise price not less than the fair market value of our common stock on the date of grant or, if granted, to certain individuals who own or are deemed to own at least 10% of the total combined voting power of all of our classes of stock, or 10% stockholders, then such exercise price may not be less than 110% of the fair market value of our common stock on the date of grant;



•

be granted only to our employees and employees of our subsidiary corporations;



•

expire with a specified time following the option holders termination of employment;



•

be exercised within ten years after the date of grant, or with respect to 10% stockholders, no more than five years after the date of grant; and



•

not be first exercisable for more than $100,000 worth, determined based on the exercise price.

        No ISO may be granted under the Incentive Plan after 10 years from the date the Incentive Plan is approved by our stockholders.

Restricted Stock.    A restricted stock award is the grant of shares of our common stock at a price determined by the compensation committee (which price may be zero), is nontransferable and, unless otherwise determined by the compensation committee at the time of award, may be forfeited upon termination of employment or service during a restricted period. The compensation committee will also determine in the award agreement whether the participant will be entitled to vote the shares of restricted stock and or receive dividends on such shares.

Stock Appreciation Rights.    SARs provide for the payment to the holder based upon increases in the price of our common stock over a set base price. SARs may be granted in connection with stock options or other Awards or separately. SARs granted in connection with options will be exercisable only when and to the extent the option is exercisable and will entitle the holder only to the difference between the option exercise price and the fair market value of our common stock on the date of exercise. Payment for SARs may be made in our common stock only.

        Restricted Stock Units.    Restricted stock units represent the right to receive shares of our common stock at a specified date in the future, subject to forfeiture of such right. If the restricted stock unit has not been forfeited, then on the date specified in the restricted stock unit we will deliver to the holder of the restricted stock unit, unrestricted shares of our common stock which will be freely transferable.

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Dividend Equivalents.    Dividend equivalents represent the value of the dividends per share we pay, calculated with reference to the number of shares covered by an Award (other than a dividend equivalent award) held by the participant.

        Performance Awards.    Performance awards are denominated in shares of our common stock and are linked to satisfaction of performance criteria established by the compensation committee. If the compensation committee determines that the Award is intended to meet the requirements of "qualified performance based compensation" and is therefore deductible under Section 162(m) of the Code, then the performance criteria on which the Award will be based will be with reference to any one or more of the following: net earnings (either before or after interest, taxes, depreciation and amortization), economic value-added (as determined by the committee), sales or revenue, net income (either before or after taxes), operating earnings, cash flow (including, but not limited to, operating cash flow and free cash flow), return on capital, return on assets (net or gross), return on stockholders' equity, return on sales, gross or net profit margin, productivity, expense margins, operating efficiency, customer satisfaction, working capital, earnings per share, price per share and market share, any of which may be measured either in absolute terms or as compared to any incremental increase or as compared to results of a peer group.

Stock Payments.    Payments to participants of bonuses or other compensation may be made under the Incentive Plan in the form of our common stock.

Deferred Stock.    Deferred stock typically is awarded without payment of consideration and is subject to vesting conditions, including satisfaction of performance criteria. Like restricted stock, deferred stock may not be sold or otherwise transferred until the vesting conditions are removed or expire. Unlike restricted stock, deferred stock is not actually issued until the deferred stock award has vested. Recipients of deferred stock also will have no voting or dividend rights prior to the time when the vesting conditions are met and the deferred stock is delivered.

Changes in Control

        In connection with a change in control as defined in the Incentive Plan, the compensation committee may cause the Awards to terminate but will give the holder of the Awards the right to exercise their outstanding Awards or receive their other rights under the Awards outstanding for some period of time prior to the change in control, even though the Awards may not be exercisable or otherwise payable. All SARs will automatically terminate and be paid out in connection with a change in control. Additionally, the committee may provide that all restrictions imposed on some or all shares of restricted stock, restricted stock units and deferred stock will lapse.

Adjustments upon Certain Events

        The number and kind of securities subject to an Award and the exercise price or base price may be adjusted in the discretion of the committee to reflect any stock dividends, stock splits, combinations or exchanges of shares, mergers, consolidations, spin-offs, recapitalizations or other distributions (other than normal cash dividends) of our assets to stockholders, or other similar changes affecting the shares. In addition, upon such events, the compensation committee may provide for (1) the termination of any Awards in exchange for cash equal to the amount the holder would otherwise be entitled if he or she had exercised the Award, (2) the full vesting, exercisability or payment of any Award, (3) the assumption of such Award by any successor, (4) the replacement of such Award with other rights or property, (5) the adjustment of the number, type of chares and/or the terms and conditions of the Awards which may be granted in the future or (6) the result that Awards cannot vest, be exercised or become payable after such event.

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Awards Not Transferable

        Generally the Awards may not be pledged, assigned or otherwise transferred other than by will or by laws of descent and distribution. The compensation committee may allow Awards other than ISOs to be transferred for estate or tax planning purposes to members of the holder's family, charitable institutions or trusts for the benefit of family members. In addition, the compensation committee may allow Awards to be transferred to so-called "blind trusts" by a holder of an Award who is terminating employment in connection with the holder's service with the government or an educational or other non-profit institution.

Miscellaneous

        As a condition to the issuance or delivery of stock or payment of other compensation pursuant to the exercise or lapse of restrictions on any Award, we require participants to discharge all applicable withholding tax obligations. Shares held by or to be issued to a participant may also be used to discharge tax withholding obligations, subject to the discretion of the compensation committee to disapprove of such use.

        The Incentive Plan will expire and no further Awards may be granted after the tenth anniversary of its approval by our stockholders or, if later, the approval by our board of directors.

1998 Stock Purchase and Option Plan

        In early 1998, we adopted the 1998 Plan, which provides for the issuance of a maximum of 3,247 shares of common stock, subject to adjustment to reflect certain events such as stock dividends, stock splits, recapitalizations, mergers or reorganizations of, or by, us. The 1998 Plan is intended to assist us in attracting and retaining employees of outstanding ability and to promote the identification of their interests with those of our stockholders.

        Accuride's officers or full-time employees are eligible to be selected by the board's compensation committee to participate in the 1998 Plan. The 1998 Plan permits the compensation committee to grant shares of common stock in the form of either (1) "purchase shares," subject to conditions or restrictions on the participant's right to sell or transfer the shares, which we refer to as purchase stock, or (2) non-qualified stock options to purchase shares of common stock subject to conditions and limitations as established by the compensation committee. The 1998 Plan will expire 10 years after it was approved by our stockholders, unless sooner terminated by the board of directors. Any termination of the 1998 Plan will not affect the validity of any grants under the 1998 Plan outstanding on the date of the termination.

        The compensation committee administers the 1998 Plan, including, without limitation, the determination of the employees to whom grants under the plan will be made, the number of shares of common stock subject to each grant and the various terms of the grants, provided that neither the exercise price of an option nor the purchase price for purchase stock may be less than 50% of the market value of the common stock on the date of grant. The compensation committee may from time to time amend the terms of any grant under the 1998 Plan, but such action will not adversely affect the rights of any participant and the 1998 Plan with respect to a grant under the plan without a participant's consent, except for adjustments made upon a change in the common stock by reason of a stock split, spin-off, stock dividend, stock combination or reclassification, recapitalization, reorganization, consolidation, change of control or similar event. The board of directors retains the right to amend, suspend or terminate the 1998 Plan.

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Severance Agreements

        We have entered into severance agreements with certain senior management employees, including the named executive officers, pursuant to which in the event of any such employee's termination "without cause" or "for good reason" (as defined therein) we will pay such employee one year's base salary.

        In addition to the severance agreements described above, we have entered into change in control agreements with senior management employees, including the named executive officers, and certain other of our key executives. Under these agreements, each participating executive is entitled to severance benefits if his or her employment with us is terminated within 18 months of a change in control or partial change in control (each as defined in the agreement) either by the employee for good reason or by us for any reason other than cause, disability, normal retirement, or death. In the event of a covered termination, (1) severance benefits for Tier I (Messrs. Keating and Murphy) include a payment equal to 300% of the employee's salary at termination plus 300% of the greater of (i) the annualized incentive compensation the employee would be entitled to as of the date on which the change of control or partial change in control occurs or (ii) the average incentive compensation award over the three years prior to termination, (2) severance benefits for Tier II (Messrs. Armstrong, Taylor and Ms. Hamme) include a payment equal to 200% of the employee's salary plus 200% of the greater of (i) the annualized incentive compensation the employee would be entitled to as of the date on which the change of control or partial change in control occurs or (ii) the average incentive compensation award over the three years prior to termination and (3) severance benefits for Tier III (other key executives) include a payment equal to 100% of the employee's salary. The agreements also provide for the continuance of certain other benefits, including reimbursement for forfeitures under qualified plans and health insurance coverage until the earlier of the employee becoming eligible for coverage by a subsequent employer or the expiration of 18 months from the date of termination. Any payment received under the change in control agreement will be reduced by the full amount of any payments to which the executive may be entitled due to termination pursuant to any other company severance policy.

Employment Agreements

        In connection with the TTI merger, we entered into employment agreements with Messrs. Weller, Cirar and Mueller. The Weller and Cirar agreements have a one year term commencing January 31, 2005. Mr. Weller will serve as Executive Vice President/TTI Operations & Integration with a base salary of $550,000, plus bonus, option grants and other benefits comparable to our other senior executives. Mr. Cirar will serve as Senior Vice President/Gunite & Brillion Operations with a base salary of $443,000, plus $44,300 bonus opportunity, option grants and other benefits comparable to our other senior executives. Mr. Mueller will continue to serve as Vice President, Treasurer and Chief Financial Officer of TTI, with a base salary of $265,000, plus an incentive bonus of up to $100,000 and other benefits comparable to senior TTI executives. Both Messrs. Weller and Cirar may voluntarily terminate their employment for any reason, or no reason during the period from December 15, 2005 through January 15, 2006 and such termination will be treated as a termination for "good reason" for purposes of determining severance payments. If Mr. Weller's employment is terminated without cause or for "good reason" at any time prior to August 2, 2007, he will receive (1) a lump sum cash payment equal to two times the sum of his base salary and the greater of his target bonus under the Accuride annual incentive compensation plan, his target bonus in 2004 from TTI or the average bonus he received for each of 2002, 2003 and 2004 from TTI, (2) continuation of medical, dental, life and other employee welfare benefits for a period of three years and (3) continuation of all executive perquisites for a period of three years. Additionally, if Mr. Weller's employment is terminated for any reason other than cause, he, his spouse at such time and his dependents will be able to continue receiving benefits under Accuride's medical and dental plans without any cost for life. If Mr. Cirar's employment is

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terminated without cause or for "good reason" prior to August 2, 2007, he will receive (1) a lump sum cash payment of $1,772,000, (2) continuation of medical, dental, life and other employee welfare benefits for three years and (3) continuation of all executive perquisites for a period of three years. All three employment agreements contain three year post-employment non-compete and nonsolicitation provisions of either customers or employees for which Messrs. Weller and Cirar will receive a lump sum payment equal to their base salary and for which Mr. Mueller will receive a cash payment of $530,000. We may terminate Mr. Mueller's employment at any time, with or without cause. If Mr. Mueller's employment is terminated without cause or if Mr. Mueller terminates his employment for any reason after April 30, 2005, then Mr. Mueller will receive a lump sum cash payment equal to $825,000. Further, Mr. Mueller and his dependents may continue to participate in all medical and dental benefit plans applicable to executive employees of TTI and Gunite until Mr. Mueller becomes eligible to receive medical or dental coverage under another employer's group health plan or the third anniversary of the end of Mr. Mueller's employment with TTI.

Employee Equity Arrangements

        Pursuant to the 1998 Plan, we sold stock and issued options to selected employees, including certain named executive officers, which represent, in the aggregate, approximately 7.5% of our fully diluted as converted common stock (of which the named executive officers held approximately 52%) as of February 1, 2005. In connection with such arrangements, we and each such employee entered into an Employee Stockholders' Agreement and a Stock Option Agreement. The Employee Stockholders' Agreement (1) places restrictions on each such employee's ability to transfer shares of purchase stock and common stock acquired upon exercise of the options granted under the 1998 Plan, including a right of first refusal in favor of us, (2) provides each such employee the right to participate pro rata in certain sales of common stock by Hubcap Acquisition L.L.C., an affiliate of KKR 1996 GP L.L.C., or its affiliates and (3) provides Hubcap Acquisition and its affiliates the right to require each employee to participate pro rata in certain sales of common stock by Hubcap Acquisition or its affiliates. The Employee Stockholders' Agreement also grants (subsequent to an initial public offering of the common stock) piggyback registration rights to each employee pursuant to a registration rights agreement between Hubcap Acquisition and us. In addition, the Employee Stockholders' Agreement gives us the right to purchase shares and options held by each employee upon termination of employment for any reason and permits each employee to sell stock and options in the event of death, disability or retirement after turning 65 years of age.

Annual Incentive Compensation Plan

        Certain of our employees are eligible to earn bonus compensation pursuant to the terms of our Annual Incentive Compensation Plan, or AICP, based upon attainment of corporate, plant and/or individual performance goals. Target bonuses for senior executives range, depending on organizational level, from 50% to 75% of salary, with maximum bonuses ranging from 90% to 135% of salary. Bonuses are paid only if the threshold corporate target is met. Participants must be actively employed at the end of the fiscal year in order to be eligible for a bonus. If a participant dies, retires, becomes disabled or loses his or her job because of a reduction in force or as a result of a merger or sale, participants are eligible to receive a pro rata portion of their bonus.

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PRINCIPAL STOCKHOLDERS AND SELLING STOCKHOLDERS

        The following table sets forth information regarding the beneficial ownership of shares of our common stock:

        (1)   including the issuance of 15,409.11 shares (including 1,933.17 shares issuable upon the occurrence of certain events and TTI's achievement of certain performance goals) of our common stock in connection with the TTI merger and immediately following the            split of our common stock that will occur immediately prior to the consummation of the offering, but before the sale of            shares of our common stock in the offering, and

        (2)   immediately following the transactions described above and the sale of            shares of our common stock in the offering,

        in each case, by:

•

each person, entity or group known by us to beneficially own more than 5% of our common stock;



•

each of our named executive officers;



•

each of our directors;



•

all of our executive officers and directors as a group; and



•

each of the selling stockholders.

        Beneficial ownership is determined in accordance with the rules and regulations of the SEC. Under these rules, a person is deemed to beneficially own a share of our common stock if that person has or shares voting power or investment power with respect to that share, or has the right to acquire beneficial ownership of that share within 60 days, including through the exercise of any option, warrant or other right or the conversion of any other security. More than one person may be considered to beneficially own the same shares. Percentage of beneficial ownership is based on 40,211.91 shares of common stock outstanding as of February 1, 2005 (including 13,475.94 shares issued and 1,933.17 shares issuable in connection with the TTI merger), immediately after giving effect to the stock split, and            shares of common stock outstanding after giving effect to the foregoing and the completion of this offering. Shares of our common stock subject to options which are currently exercisable within 60 days of the date of this prospectus are deemed outstanding for computing the percentage of the person or entity holding such securities but are not deemed outstanding for computing the percentage of any other person or entity.

        As of the date of this prospectus, we had 71 holders of record of our common stock. Unless otherwise indicated in a footnote, the persons named in the tables below have sole voting and

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investment power with respect to all shares of common stock shown as being beneficially owned by them.

	Shares Beneficially Owned prior to the Offering			Shares Offered in this Offering		Shares Beneficially Owned after the Offering
Name and Address of Beneficial Owner
	Number	Percentage		Number	Percentage	Number	Percentage
5% Stockholders:
KKR 1996 GP L.L.C.(1) c/o Kohlberg Kravis Roberts & Co. L.P. 9 West 57th Street New York, New York 10019	21,600.00	53.7	%			21,600.0
Entities affiliated with Trimaran Investments II, L.L.C.(2) c/o Trimaran Capital Partners 425 Lexington Avenue, 3rd Floor New York, New York 10017	11,081.42	27.6	%			11,081.42
RSTW Partners III, L.P.(3) 5847 San Filipe Houston, Texas 77057	2,400.00	6.0	%			2,400.0
Entities affiliated with Albion Alliance LLC(4) c/o Albion Alliance LLC 1345 Avenue of the Americas, 37th Floor New York, New York 10105	2,186.92	5.4	%			2,186.92
Directors and Executive Officers:
James H. Greene, Jr.(1)	21,600.00	53.7	%			21,600.0
Todd A. Fisher(1)	21,600.00	53.7	%			21,600.0
Frederick M. Goltz(1)	21,600.00	53.7	%			21,600.0
Jay R. Bloom(2)(5)	12,343.40	30.7	%			12,343.4
Mark D. Dalton(2)	11,081.42	27.6	%			11,081.42
John R. Murphy(6)	359.90	*				359.9
Terrence J. Keating(7)	346.00	*				346.0
David K. Armstrong(8)	205.50	*				205.5
Elizabeth I. Hamme(9)	205.50	*				205.5
Henry L. Taylor(10)	205.50	*				205.5
Andrew M. Weller(11)	91.55	*				91.55
All current directors and executive officers as a group (12 persons)(12)	35,431.66	88.1	%			35,431.66
Selling Stockholders:
Caravelle Investment Fund, L.L.C.(5)	1,261.98	3.1	%			1,261.98

*

Less than 1%.

(1)

Shares of common stock shown as beneficially owned by KKR 1996 GP L.L.C. are held by Hubcap Acquisition. Hubcap Acquisition acquired its interest in January 1998 pursuant to a Stock Subscription and Redemption Agreement, dated November 17, 1997. KKR 1996 GP L.L.C. is the sole general partner of KKR Associates 1996 L.P., which is the sole general partner of KKR 1996 Fund L.P. KKR 1996 Fund L.P. is one of two members of Hubcap Acquisition and owns more

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than a 95% equity interest in Hubcap Acquisition. KKR 1996 GP L.L.C. is a limited liability company, the managing members of which are Messrs. Henry R. Kravis and George R. Roberts, and the other members of which are Messrs. Paul E. Raether, Michael W. Michelson, James H. Greene, Jr., Edward A. Gilhuly, Perry Golkin, Scott M. Stuart, Johannes P. Huth, Todd A. Fisher, Alexander Navab, Jr., Reinhard Gorenflos and Marc Lipschultz. Messrs. Greene and Fisher are members of our board of directors. Each of such individuals may be deemed to share beneficial ownership of any shares beneficially owned by KKR 1996 GP L.L.C. Each of such individuals disclaims beneficial ownership. Mr. Frederick M. Goltz is a member of our board of directors and is also an executive of KKR. Mr. Goltz disclaims that he is the beneficial owner of any shares beneficially owned by KKR Associates 1996 L.P. Pursuant to a management services agreement among us, KKR and Trimaran, KKR has agreed to render management, consulting and financial services to us for an annual fee of $665,000, while Trimaran has agreed to render management, consulting and financial services to us for an annual fee of $335,000. Each of KKR and Trimaran received a $5.0 million transaction fee for, among other things, negotiating the TTI merger, conducting due diligence and arranging financing. See "Certain Relationships and Related Party Transactions."

(2)

Shares beneficially held by entities affiliated with Trimaran Investments II, L.L.C. were acquired in the TTI merger transaction. Messrs. Bloom and Dalton are associated with Trimaran Capital Partners, which, immediately following the consummation of the offering, is expected to own            % of our common stock. Mr. Dalton disclaims any beneficial ownership of such common stock. Mr. Bloom is a managing member of Trimaran Investments II, L.L.C., the managing member of Trimaran Fund II, L.L.C., Trimaran Parallel Fund II, L.P., Trimaran Capital, L.L.C., TTI Securities Acquisition, L.L.C., CIBC Employee Private Equity Fund (Trimaran) Partners and CIBC Capital Corporation, which hold 2,270.05, 955.75, 146.59, 4,618.25, 1,478.15 and 1,612.64 shares of our common stock, respectively. As a result, Mr. Bloom may be deemed to beneficially own all of the shares of common stock held directly or indirectly by these entities. Mr. Bloom has investment and voting power with respect to shares owned by these entities but disclaims beneficial ownership of such shares except with respect to approximately 48.84 of the shares owned by Trimaran Capital, L.L.C. The number of shares of common stock beneficially owned by entities affiliated with Trimaran Capital Partners includes 1,302.24 shares of common stock issuable upon the occurrence of certain events, including the public offering contemplated by this prospectus, and TTI's achievement of certain performance goals. See "TTI Merger" for more information regarding the conditions associated with the issuance of contingent stock. Pursuant to a management services agreement among us, KKR and Trimaran, KKR has agreed to render management, consulting and financial services to us for an annual fee of $665,000, while Trimaran has agreed to render management, consulting and financial services to us for an annual fee of $335,000. Each of KKR and Trimaran received a $5.0 million transaction fee for, among other things, negotiating the TTI merger, conducting due diligence and arranging financing. See "Certain Relationships and Related Party Transactions."

(3)

RSTW Partners III, L.P. purchased its ownership interest from Phelps Dodge Corporation pursuant to a Share Purchase Agreement, dated as of September 30, 1998. RSTW Management, L.P. is the sole general partner of RSTW Partners III, L.P.; Rice Mezzanine Corporation ("RMC") is the general partner of RSTW Management, L.P. RMC is a subchapter S-Corporation, the shareholders of which are Messrs. Don K. Rice, Jeffrey P. Sangalis, Jeffrey A. Toole and James P. Wilson. Each of such individuals may be deemed to share beneficial ownership of any shares beneficially owned by RSTW Partners III, L.P. Each of such individuals disclaims beneficial ownership.

(4)

Shares beneficially held by Entities affiliated with Albion Alliance LLC were acquired in the TTI merger transaction. Albion Alliance LLC has investment control over Albion Alliance Mezzanine

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Fund, L.P., Albion Alliance Mezzanine Fund II, L.P and Albion/TTI Securities Acquisition LLC. Albion Alliance Mezzanine Fund, L.P. beneficially owned 630.91 shares of our common stock (1.6%) before the offering, including 130.22 shares of common stock issuable upon the occurrence of certain events, including the public offering contemplated by this prospectus, and TTI's achievement of certain performance goals. Albion Alliance Mezzanine Fund II, L.P. beneficially owned 630.93 shares of our common stock (1.6%) before the offering, including 130.22 shares of common stock issuable upon the occurrence of certain events, including the public offering contemplated by this prospectus, and TTI's achievement of certain performance goals. See "TTI Merger" for more information regarding the conditions associated with the issuance of contingent stock. Albion/TTI Securities Acquisition LLC beneficially owned 923.65 shares of our common stock (2.3%) before the offering.

(5)

Shares beneficially held by Caravelle Investment Fund, L.L.C. were acquired in the TTI merger transaction. Caravelle Investment Fund, L.L.C. is an investment fund managed by Mr. Bloom and associates. As a managing member of Trimaran Advisors, L.L.C., the investment advisor to Caravelle Investment Fund, L.L.C., Mr. Bloom may be deemed to beneficially own all of the shares of common stock held directly or indirectly by Caravelle Investment Fund, L.L.C. Mr. Bloom has investment and voting power with respect to the shares owned by Caravelle Investment Fund, L.L.C. but disclaims beneficial ownership of such shares. The managing member and investment advisor of Caravelle Investment Fund, L.L.C. is an affiliate of Trimaran. The number of shares of common stock beneficially owned by Caravelle Investment Fund, L.L.C. includes 260.45 shares of common stock issuable upon the occurrence of certain events, including the public offering contemplated by this prospectus, and TTI's achievement of certain performance goals. See "TTI Merger" for more information regarding the conditions associated with the issuance of contingent stock. The address of Caravelle Investment Fund, L.L.C. is 425 Lexington Avenue, New York, NY 10017.

(6)

Includes 131.5 shares, which are subject to an option to purchase such shares from Accuride at $5,000 per share, and 158.4 shares which are subject to an option to purchase such shares from Accuride at $1,750 per share. Mr. Murphy acquired his ownership interest through restricted stock and option grants under the 1998 Stock Purchase and Option Plan for Employees of Accuride Corporation and Subsidiaries. We grant options to our executive officers in order to focus the attention of the recipient on our long-term performance, which we believe results in improved stockholder value, and to retain the services of the executive officers in a competitive job market by providing significant long-term earnings potential. Mr. Murphy has served as our Executive Vice President/Finance and Chief Financial Officer since March 1998.

(7)

Includes 60 shares, which are subject to an option to purchase such shares from Accuride at $5,000 per share, and 246 shares which are subject to an option to purchase such shares from Accuride at $1,750 per share. Mr. Keating acquired his ownership interest through restricted stock and option grants under the 1998 Stock Purchase and Option Plan for Employees of Accuride Corporation and Subsidiaries. We grant options to our executive officers in order to focus the attention of the recipient on our long-term performance, which we believe results in improved stockholder value, and to retain the services of the executive officers in a competitive job market by providing significant long-term earnings potential. Mr. Keating has served as a member of our board of directors and as our President and Chief Executive Officer since May 2002. Prior to May 2002, Mr. Keating served as our Vice President/Operations.

(8)

Includes 60 shares, which are subject to an option to purchase such shares from Accuride at $5,000 per share, and 105.5 shares which are subject to an option to purchase such shares from Accuride at $1,750 per share. Mr. Armstrong acquired his ownership interest through restricted stock and option grants under the 1998 Stock Purchase and Option Plan for Employees of Accuride Corporation and Subsidiaries. We grant options to our executive officers in order to

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focus the attention of the recipient on our long-term performance, which we believe results in improved stockholder value, and to retain the services of the executive officers in a competitive job market by providing significant long-term earnings potential. Mr. Armstrong has served as our Senior Vice President/General Counsel since October 1998.

(9)

Includes 60 shares, which are subject to an option to purchase such shares from Accuride at $5,000 per share, and 105.5 shares which are subject to an option to purchase such shares from Accuride at $1,750 per share. Ms. Hamme acquired her ownership interest through restricted stock and option grants under the 1998 Stock Purchase and Option Plan for Employees of Accuride Corporation and Subsidiaries. We grant options to our executive officers in order to focus the attention of the recipient on our long-term performance, which we believe results in improved stockholder value, and to retain the services of the executive officers in a competitive job market by providing significant long-term earnings potential. Ms. Hamme has served as our Senior Vice President/Human Resources since February 1995.

(10)

Includes 60 shares, which are subject to an option to purchase such shares from Accuride at $5,000 per share, and 105.5 shares which are subject to an option to purchase such shares from Accuride at $1,750 per share. Mr. Taylor acquired his ownership interest through restricted stock and option grants under the 1998 Stock Purchase and Option Plan for Employees of Accuride Corporation and Subsidiaries. We grant options to our executive officers in order to focus the attention of the recipient on our long-term performance, which we believe results in improved stockholder value, and to retain the services of the executive officers in a competitive job market by providing significant long-term earnings potential. Mr. Taylor has served as Senior Vice President/Sales and Marketing since July 2002. He formerly served as our Vice President/Marketing from April 1996 to June 2002.

(11)

Mr. Weller acquired his ownership interest in connection with the TTI merger transaction. Includes 7.30 shares of common stock issuable upon the occurrence of certain events, including the public offering contemplated by this prospectus, and TTI's achievement of certain performance goals. See "TTI Merger" for more information regarding the conditions associated with the issuance of contingent stock. Mr. Weller has served as a member of our board of directors and as our Executive Vice President/TTI Operations & Integration since February 1, 2005.

(12)

Includes shares that may be deemed to be beneficially held by Messrs. Greene, Fisher and Goltz due to their relationships with KKR 1996 GP L.L.C. and by Messrs. Bloom and Dalton due to their relationships with Trimaran and Caravelle Investment Fund, L.L.C. Also includes 1,579 shares of our common stock issuable to Trimaran, Caravelle Investment Fund, L.L.C., Mr. Weller and Mr. Bloom upon TTI's achievement of certain performance goals. The total number of shares listed does not double count the shares that may be beneficially attributable to more than one person.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Registration Rights Agreement

        In connection with the TTI merger, Accuride, Hubcap Acquisition L.L.C., an affiliate of KKR 1996 GP L.L.C., and certain other parties agreed to amend and restate the January 21, 1998 registration rights agreement between the Company and Hubcap. The amended and restated registration rights agreement became effective on January 31, 2005 and terminated the January 21, 1998 registration rights agreement. The amended and restated registration rights agreement provides that affiliates of KKR, including, without limitation, Hubcap Acquisition, have the right, under certain circumstances and subject to certain conditions, to require us to register under the Securities Act shares of our common stock held by them. The amended and restated registration rights agreement also provides that, upon the closing of the offering contemplated by this prospectus, affiliates of Trimaran Capital Partners, including, without limitation, TTI Securities Acquisition, LLC, will have the right, under certain circumstances and subject to certain conditions, to require us to register under the Securities Act shares of our common stock held by them. Upon initiation of a "demand" registration by the affiliates of either KKR or Trimaran Capital Partners, the remaining parties to the amended and restated registration rights agreement may participate in the registered offering subject to certain limitations. The amended and restated registration rights agreement provides, among other things, that we will pay all expenses in connection with any demand registration requested by the KKR affiliates and the Trimaran Capital Partners affiliates and in connection with any registration commenced by us as a primary offering in which a party to the amended and restated registration rights agreement participates through "piggyback" registration rights granted under the amended and restated registration rights agreement. The parties to the amended and restated registration rights agreement acknowledged the registration rights of RSTW Partners III, pursuant to a January 21, 1998 Stockholders' Agreement, as explained below, and certain members of Accuride management and certain employees that are parties to stockholder's agreements pursuant to the 1998 Stock Purchase and Option Plan for Employees of Accuride Corporation & its Subsidiaries also as explained below.

Stockholders' Agreement

        We entered into a January 21, 1998 Stockholders' Agreement by and among Accuride, Hubcap Acquisition and RSTW Partners III (as successor-in-interest to Phelps Dodge Corporation) that imposes certain restrictions on RSTW Partners III's ability to transfer shares of our common stock. Under the January 21, 1998 Stockholders' Agreement, RSTW Partners III has the right to participate pro rata in certain sales of common stock by Hubcap Acquisition or its affiliates, including sales by Hubcap Acquisition in our initial public offering, and Hubcap Acquisition or its affiliates has the right to require RSTW Partners III to participate pro rata in certain sales by Hubcap Acquisition or its affiliates. The January 21, 1998 Stockholders' Agreement also grants certain demand (subsequent to an initial public offering of the common stock) and piggyback registration rights to RSTW Partners III.

Stockholder's Agreements under the 1998 Plan

        Pursuant to the terms of the 1998 Stock Purchase and Option Plan for Employees of Accuride Corporation and Subsidiaries, we entered into Stockholder's Agreements with certain members of our management team. Each of the Stockholder's Agreements imposes certain restrictions on a party's ability to transfer shares of our common stock. The Stockholder's Agreements also provide certain "piggyback" registration rights equivalent to those granted under the January 31, 2005 amended and restated registration rights agreement, including, subject to certain restrictions and limitations, the right to participate in public offerings pursuant to an effective registration statement relating to shares of common stock held by Hubcap Acquisition or its affiliates. See "Employee Equity Arrangements".

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2005 Shareholder Rights Agreement

        In connection with the TTI merger, we entered into a Shareholder Rights Agreement with certain of our stockholders, including certain KKR and Trimaran affiliates. The Shareholder Rights Agreement grants, subject to certain share ownership requirements, Hubcap Acquisition L.L.C., an affiliate of KKR, and certain Trimaran affiliates (or the permitted transferees of Hubcap Acquisition and the Trimaran affiliates) the right to designate directors to our board of directors, audit committee and compensation committee. Prior to the offering contemplated by this prospectus, the Trimaran entities have the right to designate three individuals to, and Hubcap Acquisition may designate the remaining members of, our board of directors, each so long as they respectively hold at least 10% of our fully diluted capitalization, and the Trimaran entities have the right to designate one member to each of our audit and compensation committees. Following the offering contemplated by this prospectus, we, subject to the fiduciary duties of our board of directors, agreed to use our reasonable best efforts to take such actions as are necessary to nominate certain individuals designated by Hubcap Acquisition L.L.C., an affiliate of KKR, and certain Trimaran affiliates as directors and solicit proxies in favor of the election such individuals. As provided in the Shareholder Rights Agreement, Hubcap Acquisition (and its permitted transferees) may designate (i) four directors so long as it holds at least 30% of our fully diluted capitalization, (ii) three directors so long as it holds at least 25%, but less than 30%, of our fully diluted capitalization, (iii) two directors so long as it holds at least 15%, but less than 25%, of our fully diluted capitalization and (iv) one director so long as it holds at least 10%, but less than 15%, of our fully diluted capitalization. Also following the offering contemplated by this prospectus, certain Trimaran affiliates may designate (i) four directors so long as they hold at least 30% of our fully diluted capitalization, (ii) three directors so long as they hold at least 25%, but less than 30%, of our fully diluted capitalization, (iii) two directors so long as they hold at least 15%, but less than 25%, of our fully diluted capitalization and (iv) one director so long as they hold at least 10%, but less than 15%, of our fully diluted capitalization. The Trimaran affiliates' share ownership percentage is based on the shares of our common stock held by Trimaran Capital, L.L.C., Trimaran Fund II, L.L.C., Trimaran Parallel Fund II, L.P., CIBC Employee Private Equity Fund (Trimaran) Partners, TTI Securities Acquisition, L.L.C. and CIBC Capital Corporation, and any person to whom such entities transfer shares of Accuride common stock in compliance with the Shareholder Rights Agreement. The Shareholder Rights Agreement also imposes certain restrictions on each party's ability to transfer shares of our common stock.

Management Services Agreement

        In connection with the TTI merger, we entered into a management services agreement with KKR and Trimaran Fund Management L.L.C., or TFM, pursuant to which we retained KKR and TFM to provide management, consulting and financial services to Accuride of the type customarily performed by investment companies to its portfolio companies. In exchange for such services, we agreed to pay an annual fee in the amount equal to $665,000 to KKR and $335,000 to TFM. In addition, we will reimburse KKR and TFM, and their respective affiliates, for all reasonable out-of-pocket expenses incurred in connection with such retention, including travel expenses and expenses of legal counsel. We may terminate the management services agreement with respect to either KKR or TFM when one or both parties no longer has the right to appoint one or more members to our board of directors pursuant to the terms of the Shareholder Rights Agreement that we entered in connection with the TTI merger. Additionally, the management services agreement will automatically terminate upon a change of control as provided in the Shareholder Rights Agreement.

TMB Industries Relationship

        Through TMB Industries, or TMB, members of Accuride management, including Mr. Weller and Mr. Cirar, hold ownership interests in, and in certain instances are directors of, privately-held

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companies. These privately held companies pay management fees to TMB, a portion of which are distributed to certain Accuride executive officers. Accuride provides certain administrative services and corporate facilities to TMB and such privately held companies and bills them for reimbursement of the related costs, which Accuride records as offsets to its selling, general and administrative expenses. We received reimbursements totaling approximately $0.5 million for 2004. Given that certain of these privately held companies have similar customers as Accuride, Accuride also provides certain selling and marketing services through its OEM sales coverage personnel and gets reimbursed for their allocable share of the related costs. There exists a limited amount of intercompany supply of product on an arm's-length basis between these privately held companies and Accuride.

KKR Relationship

        As of February 1, 2005, KKR 1996 GP L.L.C. beneficially owned approximately 53.7% of our outstanding shares of common stock (including shares of our common stock issuable upon the occurrence of certain events, including the offering contemplated by this prospectus, and TTI's achievement of certain performance goals). See "Principal Stockholders and Selling Stockholders." The managing members of KKR 1996 GP L.L.C. are Messrs. Henry R. Kravis and George R. Roberts and the other members of which are Messrs. Paul E. Raether, Michael W. Michelson, James H. Greene, Jr., Edward A. Gilhuly, Perry Golkin, Scott M. Stuart, Johannes P. Huth, Todd A. Fisher and Alexander Navab, Jr. Messrs. Greene and Fisher are also members of our board of directors, as is Frederick M. Goltz, who is an executive of KKR & Co., L.L.C. Each of the members of KKR 1996 GP L.L.C. is also a member of KKR & Co., L.L.C, which serves as the general partner of KKR.

        Pursuant to the management services agreement described above, KKR has agreed to render management, consulting and financial services to us for an annual fee of $665,000.

Trimaran Relationship

        As of February 1, 2005, entities affiliated with Trimaran Investments II, L.L.C. beneficially owned approximately 27.6% of our outstanding shares of common stock. See "Principal Stockholders and Selling Stockholders." Trimaran Investments II, L.L.C. is controlled by Messrs. Jay R. Bloom, Andrew R. Heyer and Dean C. Kehler.

        Pursuant to the management services agreement described above, Trimaran Fund Management has agreed to render management, consulting and financial services to us for an annual fee of $335,000.

TTI Merger

        Mr. Bloom and Mr. Dalton are each associated with Trimaran Investments II, L.L.C., which, as of February 1, 2005 beneficially owned 27.6% of our outstanding common stock (including shares issuable upon the occurrence of certain events, including the offering contemplated by this prospectus, and the achievement of certain performance goals). Mr. Bloom disclaims beneficial ownership in the shares beneficially owned by Trimaran Investments II, L.L.C., except for approximately 48.84 shares, or approximately 0.1%, held by Trimaran Capital, L.L.C. Mr. Dalton disclaims any beneficial ownership in shares beneficially owned by Trimaran Investments II, L.L.C. Further, Mr. Bloom is associated with Trimaran Advisors, L.L.C., the investment advisor to Caravelle Investment Fund, L.L.C., which as of February 1, 2005 beneficially owned approximately 3.1% of our outstanding common stock (including shares issuable upon the occurrence of certain events, including the offering contemplated by this prospectus, and the achievement of certain performance goals). Mr. Bloom disclaims beneficial ownership of the shares beneficially owned by Caraville Investment Fund, L.L.C. Each of Messrs. Weller and Cirar beneficially owns 0.3% and 0.3%, respectively, of our common stock as a result of the TTI merger. See "Principal Stockholders and Selling Stockholders."

        Each of KKR and Trimaran received a $5.0 million transaction fee for, among other things, negotiating the TTI merger, conducting due diligence and arranging financing. In addition, the costs and expenses incurred by KKR and Trimaran in connection with the TTI merger were paid by Accuride and TTI, respectively.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

The following summary of our indebtedness does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the provisions of each debt instrument summarized below.

Senior Credit Facilities

        On January 31, 2005, we entered into new senior credit facilities with a syndicate of financial institutions and institutional lenders. Set forth below is a summary of the terms of the new senior credit facilities. We encourage you to read our fourth amended and restated credit agreement contained in the exhibits to the registration statement of which this prospectus is a part.

        Our new senior credit facilities provide for senior secured financing by us and our Canadian subsidiary, Accuride Canada Inc., of up to $675.0 million, consisting of (a) a $550.0 million term loan credit facility with a maturity date of January 31, 2012, (b) a $95.0 million U.S. revolving credit facility that is available to us and will terminate on January 31, 2010 and (c) a $30 million Canadian revolving credit facility that is available to Accuride Canada Inc. and will terminate on January 31, 2010. The U.S. revolving credit facility includes a $40.0 million sub-limit for the issuance of letters of credit for our account. All borrowings are subject to the satisfaction of customary conditions, including absence of a default and accuracy of representations and warranties.

        Proceeds of the term loan credit facility and proceeds of new subordinated notes were used to refinance debt in connection with the TTI merger, including refinancing of the senior credit facilities of TTI and the discharge of TTI's 12¹/2% senior subordinated notes due 2010 and our 9¹/4% senior subordinated notes due 2008. Proceeds of the revolving credit facilities have been and will be used for general corporate purposes.

Interest and Fees

        The interest rates per annum applicable to loans under our new senior credit facilities are, at the option of us or Accuride Canada Inc., as applicable, a base rate or eurodollar rate plus, in each case, an applicable margin which is subject to adjustment based on our leverage ratio. The base rate is a fluctuating interest rate equal to the highest of (a) the base rate reported by Citibank, N.A. (or, with respect to the Canadian revolving credit facility, the reference rate of interest established or quoted by Citibank Canada for determining interest rates on U.S. dollar denominated commercial loans made by Citibank Canada in Canada), (b) a reserve adjusted three-week moving average of offering rates for three-month certificates of deposit plus one-half of one percent (0.5%) and (c) the federal funds effective rate plus one-half of one percent (0.5%). In addition, we are required to pay to the lenders under the revolving credit facilities a commitment fee in respect of the unused commitments thereunder at a rate per annum that is subject to adjustment based on our leverage ratio.

Amortization of Principal

        Our new senior credit facilities require quarterly amortization payments of $1.375 million on the term loan credit facility, with such payments to commence on March 31, 2005. The remaining balance of the term loan credit facility will be payable on January 31, 2012. The outstanding balance of the revolving credit facilities is due and payable on January 31, 2010.

Prepayments

        The term loan credit facility is required to be prepaid with 50% of annual excess cash flow and 100% of the net cash proceeds of certain equity issuances by us, in each case, subject to certain exceptions and subject to percentage reductions or elimination based on our leverage ratio.

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        The term loan credit facility is, and if the term loan credit facility is paid in full, the revolving credit facilities are, required to be prepaid with 100% of the net cash proceeds of asset sales and issuances of subordinated debt, subject to reinvestment rights and other limited exceptions.

        Voluntary prepayments of loans under the term loan credit facility and the revolving credit facilities and voluntary reductions in the unused commitments under the revolving credit facilities are permitted, in whole or in part, in minimum amounts and subject to certain other exceptions as set forth in the new senior credit facilities.

Collateral and Guarantees

        We guarantee the obligations of Accuride Canada Inc. under the Canadian revolving credit facility, and our domestic subsidiaries guarantee the obligations of us and Accuride Canada Inc. under the term loan credit facility and the revolving credit facilities. Substantially all of our and our domestic guarantors' real and personal loan credit facility property (including intercompany notes, equity interests in domestic subsidiaries and 66% of the equity interests in foreign subsidiaries) secure the obligations of us and Accuride Canada Inc. under the term loan credit facility and the revolving credit facilities.

        In addition, substantially all of the real and personal property of Accuride Canada Inc. secure the obligations of Accuride Canada Inc. under the Canadian revolving credit facility.

Covenants and Other Matters

        Our new senior credit facilities require us to comply with financial covenants, including a maximum leverage ratio, a minimum interest coverage ratio and a minimum fixed charge coverage ratio.

        Our maximum leverage ratio will be tested at the end of each fiscal quarter and will be required to be not more than the ratio set forth below for each four fiscal quarter measurement period set forth below:

Measurement Period Ending	Ratio
March 31, 2005	6.50:1
June 30, 2005	6.50:1
September 30, 2005	6.25:1
December 31, 2005	5.75:1
March 31, 2006	5.75:1
June 30, 2006	5.75:1
September 30, 2006	5.50:1
December 31, 2006	5.00:1
March 31, 2007	5.00:1
June 30, 2007	5.00:1
September 30, 2007	5.00:1
December 31, 2007	5.00:1
March 31, 2008	5.00:1
June 30, 2008	5.00:1
September 30, 2008	4.75:1
December 31, 2008	4.50:1
March 31, 2009	4.50:1
June 30, 2009	4.50:1
September 30, 2009	4.25:1
December 31, 2009 and thereafter	4.00:1

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        Our maximum interest coverage ratio will be tested at the end of each fiscal quarter and will be required to be not less than the ratio set forth below for each four fiscal quarter measurement period set forth below:

Measurement Period Ending	Ratio
March 31, 2005	2.25:1
June 30, 2005	2.25:1
September 30, 2005	2.25:1
December 31, 2005	2.35:1
March 31, 2006	2.35:1
June 30, 2006	2.35:1
September 30, 2006	2.35:1
December 31, 2006	2.35:1
March 31, 2007	2.35:1
June 30, 2007	2.35:1
September 30, 2007	2.35:1
December 31, 2007	2.35:1
March 31, 2008	2.35:1
June 30, 2008	2.35:1
September 30, 2008	2.35:1
December 31, 2008	2.50:1
March 31, 2009	2.50:1
June 30, 2009	2.50:1
September 30, 2009	2.50:1
December 31, 2009 and thereafter	2.75:1

        Our maximum fixed charge coverage ratio will be tested at the end of each fiscal quarter and will be required to be not less than the ratio set forth below for each four fiscal quarter measurement period set forth below:

Measurement Period Ending	Ratio
March 31, 2005	1.15:1
June 30, 2005	1.15:1
September 30, 2005	1.15:1
December 31, 2005	1.25:1
March 31, 2006	1.25:1
June 30, 2006	1.25:1
September 30, 2006	1.30:1
December 31, 2006	1.35:1
March 31, 2007	1.35:1
June 30, 2007	1.35:1
September 30, 2007	1.35:1
December 31, 2007	1.35:1
March 31, 2008	1.35:1
June 30, 2008	1.35:1
September 30, 2008	1.35:1
December 31, 2008	1.35:1
March 31, 2009	1.35:1
June 30, 2009	1.35:1
September 30, 2009	1.35:1
December 31, 2009 and thereafter	1.40:1

        If we default under the terms of our new senior credit facilities with respect to the leverage ratio, the interest coverage ratio or the fixed charge coverage ratio with respect to any measurement period ending prior to or on June 30, 2006, then KKR and Trimaran may make a cash equity contribution to

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us (that may not exceed $5,000,000 in the aggregate for any measurement period) in such amount as shall be necessary to cure such default.

        Our new senior credit facilities also include negative covenants restricting our and our subsidiaries' ability to, among other things:

•

create, incur or assume additional liens;



•

create, incur, assume or guarantee additional debt;



•

engage in mergers or consolidations;



•

sell assets;



•

make loans and investments;



•

declare or pay dividends, or redeem or acquire our capital stock or other equity interests;



•

prepay, redeem or defease subordinated debt;



•

amend subordinated debt documents;



•

become a general partner in a partnership or joint venture;



•

make capital expenditures; and



•

transact with affiliates.

        Our new senior credit facilities also contain customary representations and warranties, affirmative covenants and events of default, including failure to pay principal, interest and other obligations; inaccuracy of representations and warranties; default under agreements governing indebtedness in excess of $30,000,000; judgments in excess of $30,000,000; and change of control.

        Failure to comply with the obligations contained in the new senior credit facilities could result in an event of default, and the lenders could declare all borrowings outstanding, together with accrued and unpaid interest, to be immediately due and payable, require us to apply all of our available cash to repay the borrowings or prevent us from making debt service payments on our new senior subordinated notes, any of which could result in an event of default under our new senior subordinated notes.

Senior Subordinated Notes

        On January 31, 2005, we issued $275.0 million in aggregate principal amount of our 8¹/2% senior subordinated notes due 2015, which we refer to as our new senior subordinated notes in a private placement transaction. The new senior subordinated notes are guaranteed on a senior subordinated basis by each of our existing and future domestic subsidiaries. The indenture governing the new senior subordinated notes contains numerous covenants including, among other things, restrictions on our ability to incur or guarantee additional indebtedness or issue disqualified or preferred stock, pay dividends or make other equity distributions, repurchase or redeem capital stock, make investments or other restricted payments, sell assets or consolidate or merge with or into other companies, create limitations on the ability of our restricted subsidiaries to make dividends or distributions to us, engage in transactions with affiliates and create liens.

        The indenture governing our new senior subordinated notes also contains customary events of default, including but not limited to, the default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium on, if any, the notes whether or not such payment shall be prohibited by the subordination provisions relating to the new senior subordinated notes, the default for 30 days or more in the payment when due of interest on or with respect to the new senior subordinated notes, whether or not such payment shall be prohibited by the subordination provisions relating to the new senior subordinated notes and the failure by us or any guarantor for

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30 days after receipt of written notice given by the trustee or the holders of at least 30% in principal amount of the new senior subordinated notes then outstanding to comply with any of its other agreements in the indenture or the new senior subordinated notes. In addition, we may redeem all or a part of our new senior subordinated notes on or before February 1, 2010 at a price equal to 100% of the principal amount, plus an applicable make-whole premium, and accrued and unpaid interest and special interest, if any, to the date of redemption, and on or after February 1, 2010 at certain specified redemption prices. Prior to February 1, 2008, we may redeem up to 40% of the aggregate principal amount of our new senior subordinated notes from the proceeds of certain equity offerings. Upon a change of control, we may be required to offer to repurchase our new senior subordinated notes at a purchase price equal to 101% of the aggregate principal amount, plus accrued and unpaid interest, if any, and special interest, if any, to the date of repurchase.

Industrial Revenue Bonds

        On April 1, 1999, we, through our Bostrom subsidiary, issued Industrial Revenue Bonds for $3.1 million which bear interest at a variable rate (2.23% as of December 31, 2004) and can be redeemed by us at any time. The bonds are secured by a letter of credit. The bonds have no amortization and mature in 2014. The bonds are also subject to a weekly "put" provision by the holders of the bonds. In the event that any or all of the bonds are put to us under this provision, we would either refinance such bonds with additional borrowings under our revolving credit facility or use available cash on hand.

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DESCRIPTION OF CAPITAL STOCK

The following is a description of the material terms of our certificate of incorporation and bylaws as presently in effect and as anticipated to be in effect upon the completion of the offering. We also refer you to our certificate of incorporation and bylaws, copies of which will be filed as exhibits to the registration statement of which this prospectus forms a part.

        Our authorized capital stock presently consists of 65,000 shares of common stock, par value $0.01 per share, and 5,000 shares of preferred stock, par value $0.01 per share. As of February 1, 2005, there were:

(1)

38,278.74 shares of our common stock issued and outstanding;



(2)

no shares of our preferred stock issued and outstanding; and



(3)

127 shares of our capital stock in our treasury.

        Upon completion of the offering (after giving effect to the                         split and the TTI merger), there are expected to be             shares of common stock issued and outstanding,             shares of common stock issued and outstanding if the underwriters exercise their over-allotment option in full, and no shares of preferred stock issued and outstanding.

Preferred Stock

        Upon completion of the offering, our certificate of incorporation will authorize our board of directors, subject to limitations prescribed by law, to establish one or more series or preferred stock and to determine, with respect to any series of preferred stock, the terms and rights of that series, including:

•

the designation of the series;



•

the number of shares of the series, which our board may, except where otherwise provided in the preferred stock designation, increase and decrease, but not below the number of shares then outstanding;



•

whether dividends, if any, will be cumulative or non-cumulative and the dividend rate of the series;



•

the dates at which dividends, if any, will be payable;



•

the redemption rights and price or prices, if any, for shares of the series;



•

the terms and amounts of any sinking fund provided for the purchase or redemption of shares of the series;



•

the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of our company;



•

whether the shares of the series will be convertible into shares of any other class or series, or any other security, of our company or any other corporation, and, if so, the specification of the other class or series or other security, the conversion price or prices or rate or rates, any rate adjustments, the date or dates as of which the shares will be convertible and all other terms and conditions upon which the conversion may be made;



•

restrictions on the issuance of shares of the same series or of any other class or series; and



•

the voting rights, if any, of the holders of the series.

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Common Stock

        Immediately after the offering, we will have             shares of common stock issued and outstanding. As of February 1, 2005, 40,211.91 shares of our common stock were issued and outstanding (including 1,933.17 shares of common stock issuable to former TTI stockholders upon the occurrence of certain events and TTI's achievement of certain performance goals).

        The holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of our stockholders and do not have cumulative voting rights in the election of directors. Holders of our common stock are entitled to receive ratably such dividends as may be from time to time declared by our board out of funds legally available therefor.

        Certain holders of our common stock are parties to agreements that provides for certain rights and restrictions with respect to transfers and voting of their shares. See "Certain Relationships and Related Party Transactions."

Anti-Takeover Effects of our Certificate of Incorporation and Bylaws and Certain Provisions of Delaware Law

        Our certificate of incorporation and bylaws will contain provisions that may have anti-takeover effects. Provisions of Delaware law may have similar effects.

Classified Board

        Our certificate of incorporation will provide that our board of directors will be divided into three classes of directors, with the classes as nearly equal in number as possible. As a result, approximately one-third of our board of directors will be elected each year. The classification of directors will have the effect of making it more difficult for stockholders to change the composition of our board. Upon completion of this offering, our board will initially consist of seven directors, and our certificate of incorporation and the bylaws will provide that the number of directors will be specified in our bylaws as adopted or as set from time to time by a duly adopted amendment thereto by our board of directors or our stockholders.

Removal of Directors, Vacancies

        Under Delaware law, unless otherwise provided in our certificate of incorporation, directors serving on a classified board may be removed by the stockholders only for cause. Our bylaws will provide that directors may be removed only for cause upon the affirmative vote of holders of a majority of the voting power of all the then outstanding shares of stock entitled to vote in an election of directors. In addition, our certificate of incorporation and bylaws provide that any vacancies on our board of directors may be filled only by the affirmative vote of a majority of the remaining directors, even if less than a quorum.

No Cumulative Voting

        Delaware law provides that stockholders are not entitled to the right to cumulative votes in the election of directors unless our certificate of incorporation provides otherwise. Our certificate of incorporation will not expressly provide for cumulative voting.

No Stockholder Action by Written Consent; Calling of Special Meetings of Stockholders

        Our certificate of incorporation will prohibit stockholder action by written consent. It also will provide that special meetings of our stockholders may be called only by the board of directors or the chairman of the board of directors.

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Advance Notice Requirements for Stockholder Proposals and Director Nominations

        Our bylaws will provide that stockholders seeking to nominate candidates for election as directors or to bring business before an annual meeting of stockholders must provide timely notice of their proposal in writing to the corporate secretary.

        Generally, to be timely, a stockholder's notice must be received at our principal executive offices not less than 90 nor more than 120 days prior to the first anniversary of the previous year's annual meeting. Our bylaws will also specify requirements as to the form and content of a stockholder's notice. These provisions may impede stockholders' ability to bring matters before an annual meeting of stockholders or make nominations for directors at an annual meeting of stockholders.

Limitations on Liability and Indemnification of Officers and Directors

        Delaware law authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors' fiduciary duties. Our certificate of incorporation will include a provision that eliminates, to the fullest extent permitted by Delaware law, the personal liability of a director to our company or our stockholders for monetary damages for any breach of fiduciary duty as a director.

        Subject to certain limitations, our bylaws will provide that we must indemnify our directors and executive officers to the fullest extent not prohibited by Delaware law. We will also be expressly authorized to carry directors' and officers' insurance providing indemnification for our directors, officers and certain employees for some liabilities. We believe that these indemnification provisions and insurance are useful to attract and retain qualified directors and executive officers.

        The limitation of liability and indemnification provisions in our certificate of incorporation and bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. In addition, your investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

        There is currently no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought.

Amendment Provisions

        Our certificate of incorporation will grant our board of directors the authority to amend and repeal our bylaws without a stockholder vote in any manner not inconsistent with the laws of the State of Delaware or our certificate of incorporation.

Delaware Anti-Takeover Statute

        We are subject to Section 203 of the Delaware General Corporation Law. Subject to specific exceptions, Section 203 prohibits a publicly held Delaware corporation from engaging in a "business combination" with an "interested stockholder" for a period of three years after the date of the transaction in which the person became an interested stockholder, unless:

•

the "business combination," or the transaction in which the stockholder became an "interested stockholder" is approved by the board of directors prior to the date the "interested stockholder" attained that status;



•

upon consummation of the transaction that resulted in the stockholder becoming an "interested stockholder," the "interested stockholder" owned at least 85% of the voting stock of the

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corporation outstanding at the time the transaction commenced (excluding for purposes of determining the voting stock outstanding and not outstanding, voting stock owned by the interested stockholder, those shares owned by persons who are directors and also officers, and employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer); or

•

on or subsequent to the date a person became an "interested stockholder," the "business combination" is approved by the board of directors and authorized at an annual or special meeting of stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock that is not owned by the "interested stockholder."

        "Business combinations" include mergers, asset sales and other transactions resulting in a financial benefit to the "interested stockholder." Subject to various exceptions, an "interested stockholder" is a person who, together with his or her affiliates and associates, owns, or within three years did own, 15% or more of the corporation's outstanding voting stock. These restrictions could prohibit or delay the accomplishment of mergers or other takeover or change in control attempts with respect to us and, therefore, may discourage attempts to acquire us.

        In addition, various provisions of our certificate of incorporation and bylaws, which are summarized in the above paragraphs, may have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by stockholders.

Authorized but Unissued Capital Stock

        Delaware law does not require stockholder approval for any issuance of authorized shares. However, the listing requirements of the New York Stock Exchange, which would apply so long as our common stock is listed on the New York Stock Exchange, require stockholder approval of certain issuances equal to or in excess of 20% of the then-outstanding voting power or the then-outstanding number of shares of common stock. These additional shares may be used for a variety of corporate purposes, including future public offerings, to raise additional capital or to facilitate acquisitions.

        One of the effects of the existence of unissued and unreserved common stock or preferred stock may be to enable our board of directors to issue shares to persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of our company by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and possibly deprive the stockholders of opportunities to sell their shares of common stock at prices higher than prevailing market prices.

Transfer Agent and Registrar

        The transfer agent and registrar for our common stock will be the American Stock Transfer & Trust Company.

Listing

        We intend to apply to list our common stock on the New York Stock Exchange under the symbol "ACW".

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SHARES ELIGIBLE FOR FUTURE SALE

Sales of Restricted Shares

        Upon the completion of the offering, we will have            shares of our common stock outstanding. Of these shares, the            shares of our common stock sold in the offering will be freely tradable by persons other than our affiliates, as that term is defined in Rule 144 under the Securities Act of 1933, without restriction or further registration under the Securities Act of 1933.

        After the offering, approximately 40,211.91 shares of common stock will be either "restricted securities" or affiliate securities as defined in Rule 144. Subject to the 180-day lock-up agreements with the underwriters, these restricted securities may be sold in the future without registration under the Securities Act to the extent permitted under Rule 144. Approximately 37,245.71 outstanding shares of these restricted or affiliate securities will be eligible for sale under Rule 144 subject to applicable holding period, volume limitations, manner of sale and notice requirements set forth in applicable SEC rules, and approximately 2,966.20 shares of the restricted securities will be saleable without regard to these restrictions under Rule 144(k).

Rule 144

        In general, under Rule 144, a stockholder who has beneficially owned his or her restricted shares for at least one year is entitled to sell, within any three-month period, a number of shares of our common stock that does not exceed the greater of:

•

1% of the then-outstanding shares of our common stock, which is approximately            shares of our common stock immediately after the completion of the offering; or



•

the average weekly trading volume in our common stock on the New York Stock Exchange during the four calendar weeks preceding the date on which notice of such sale is filed, provided certain requirements concerning availability of public information, manner of sale and notice of sale are satisfied.

        In addition, our affiliates must comply with the restrictions and requirements of Rule 144, other than the one-year holding period requirement, in order to publicly sell shares of our common stock which are not restricted securities. A stockholder who is not one of our affiliates and has not been our affiliate for at least three months prior to the sale and who has beneficially owned restricted shares of our common stock for at least two years may resell the shares without limitation. In meeting the one- and two-year holding periods described above, a holder of restricted shares of our common stock can include the holding period of a prior owner who was not our affiliate. The one- and two-year holding periods described above do not begin to run until the full purchase price or other consideration is paid by the person acquiring the restricted shares of our common stock from us or one of our affiliates.

Rule 701

        Under Rule 701, common stock acquired upon the exercise of certain currently outstanding options or pursuant to other rights granted under our stock plans may be resold, to the extent not subject to lock-up agreements, (1) by persons other than affiliates, beginning 90 days after the effective date of this offering, subject only to the manner-of-sale provisions of Rule 144, and (2) by affiliates, subject to the manner-of-sale, current public information, and filing requirements of Rule 144, in each case, without compliance with the one-year holding period requirement of Rule 144.

Form S-8 Registration Statements

        We intend to file one or more registration statements on Form S-8 under the Securities Act following this offering to register our shares of common stock that are issuable pursuant to our 1998

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Stock Purchase and Option Plan for Employees of Accuride Corporation and Subsidiaries and our Equity Incentive Plan. These registration statements are expected to become effective upon filing. Shares covered by these registration statements will then be eligible for sale in the public markets, subject to any applicable lock-up agreements and to Rule 144 limitations applicable to affiliates.

Registration Rights

        We granted all of our stockholders prior to the offering registration rights with respect to the shares of our common stock that each of them owns and will own upon the consummation of the offering. For a more complete description of the terms of the registration rights, see "Certain Relationships and Related Party Transactions—Registration Rights Agreement."

        Any sales of substantial amounts of our common stock in the public markets, or the perception that such sale may occur, could adversely affect the market price of our common stock. See "Risk Factors—Risks Related to the Offering and Our Common Stock—Future sales of our common stock may depress our stock price."

Lock-Up Agreements

        We and our executive officers and directors and substantially all of our stockholders will agree that, with limited exceptions, during the period beginning from the date of this prospectus and continuing to and including the date 180 days after the date of this prospectus, none of us will, directly or indirectly, sell, offer to sell, contract to sell or grant any option to sell (including without limitation any short sale), pledge, transfer, establish an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended, or otherwise dispose of any shares of our common stock, options or warrants to acquire shares of our common stock currently or hereafter owned either of record or beneficially by us, or publicly announce an intention to do any of the foregoing, without the prior written consent of Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and UBS Securities LLC. In addition, we and our executive officers, directors and substantially all of our stockholders will agree that, without the prior written consent of Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and UBS Securities LLC, none of us will, from the date of this prospectus and through the period ending 180 days after the date of this prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of our common stock.

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MATERIAL U.S. FEDERAL INCOME AND ESTATE TAX CONSEQUENCES FOR NON-U.S. HOLDERS

        The following discussion describes the material U.S. federal income and estate tax consequences of the acquisition, ownership, and disposition of our common stock acquired pursuant to this prospectus by a beneficial owner that, for U.S. federal income tax purposes, is a "non-U.S. holder" as we define that term below. We assume in this discussion that non-U.S. holders will hold our common stock as a capital asset, which generally is property held for investment. Except as provided in the discussion of estate tax, the term "non-U.S. holder" means a beneficial owner of our common stock that, for U.S. federal income tax purposes, is not a partnership or any of the following:

•

an individual who is a citizen or resident of the U.S.;



•

a corporation, including any entity treated as a corporation for U.S. federal income tax purposes, that is organized under the laws of the United States, any state thereof or the District of Columbia;



•

an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or



•

a trust, in general, if (i) a U.S. court is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have authority to control all substantial decisions of the trust or (ii) the trust was in existence on August 20, 1996, was treated as a U.S. person prior to such date, and validly elected to continue to be so treated.

        This discussion does not consider U.S. state or local or non-U.S. tax consequences, and it does not consider all aspects of U.S. federal income and estate taxation that may be important to particular non-U.S. holders in light of their individual investment circumstances, such as special tax rules that may apply to a non-U.S. holder that is a dealer in securities or foreign currencies, financial institution, bank, insurance company, tax-exempt organization or former citizen or former long-term resident of the United States, or that holds our common stock as part of a "straddle," "hedge," "conversion transaction," "synthetic security," or other integrated investment or is subject to the constructive sale rules. We also do not discuss the federal tax treatment of beneficial owners that are partnerships or other entities treated as partnerships or flow-through entities for U.S. federal income tax purposes or investors in such entities.

        If a partnership is a beneficial owner of our common stock, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. A beneficial owner of our common stock that is a partnership and partners in such a partnership should consult their tax advisors about the U.S. federal income tax consequences of acquiring, owning, and disposing of our common stock.

        The following discussion is based on provisions of the Internal Revenue Code of 1986, as amended (the "Code"), applicable U.S. Treasury regulations and administrative and judicial interpretations, all as in effect as of the date of this prospectus. All of these authorities are subject to change, retroactively or prospectively. No ruling has been or will be sought from the Internal Revenue Service (the "IRS") with respect to the matters discussed below, and there can be no assurance that the IRS will not take a contrary position regarding the tax consequences of the acquisition, ownership or disposition of our common stock, or that any such contrary position would not be sustained by a court. We advise each prospective investor to consult its own tax advisor regarding the federal, state, local and non-U.S. tax consequences applicable to such investor with respect to acquiring, owning, and disposing of our common stock.

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Distributions on Common Stock

        If we make cash or other property distributions on our common stock, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of our earnings and profits will constitute a return of capital that will first be applied against and reduce the non-U.S. holder's adjusted tax basis in our common stock, but not below zero. Any remaining excess will be treated as gain realized on the sale or other disposition of the common stock and will be treated as described under "—Gain on Disposition of Common Stock" below.

        Dividends paid to a non-U.S. holder that are not effectively connected with the non-U.S. holder's conduct of a trade or business in the United States will generally be subject to withholding of U.S. federal income tax at the rate of 30 percent, or if a tax treaty applies, a lower rate specified by the treaty. Non-U.S. holders should consult their tax advisers regarding their entitlement to benefits under a relevant income tax treaty.

        Dividends that are effectively connected with a non-U.S. holder's conduct of a trade or business in the United States and, if an income tax treaty applies, are attributable to a permanent establishment in the United States, are taxed on a net income basis at the regular graduated U.S. federal income tax rates in much the same manner as if the non-U.S. holder was a U.S. person. In such cases, we will not have to withhold U.S. federal income tax if the non-U.S. holder complies with applicable certification requirements. In addition, if the non-U.S. holder is a corporation, a "branch profits tax" equal to 30 percent (or lower applicable treaty rate) may be imposed on a portion of its effectively connected earnings and profits for the taxable year. Non-U.S. holders should consult any applicable tax treaties that may provide for different rules.

        To claim the benefit of a tax treaty or an exemption from withholding because the dividends are effectively connected with the conduct of a trade or business in the United States, a non-U.S. holder must either (a) provide a properly executed IRS Form W-8BEN or Form W-8ECI (as applicable) before the payment of dividends or (b) if our common stock is held through certain foreign intermediaries, satisfy the relevant certification requirements of applicable U.S. Treasury regulations. These forms must be periodically updated. Non-U.S. holders may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund.

Gain on Disposition of Common Stock

        A non-U.S. holder generally will not be subject to U.S. federal income tax or any withholding thereof with respect to gain recognized on a sale or other disposition of our common stock unless one of the following applies:

•

the gain is effectively connected with the non-U.S. holder's conduct of a trade or business in the United States and, if an income tax treaty applies, is attributable to a permanent establishment maintained by the non-U.S. holder in the United States; in these cases, the non-U.S. holder will generally be taxed on its net gain derived from the disposition at the regular graduated U.S. federal income tax rates in much the same manner as if the non-U.S. holder was a U.S. person and, if the non-U.S. holder is a foreign corporation, the "branch profits tax" described above may also apply;



•

the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of the disposition and meets certain other requirements; in this case, the non-U.S. holder will be subject to U.S. federal income tax at a rate of 30% (or a reduced rate under an applicable treaty) on the amount by which capital gains (including gain recognized on a sale or other disposition of our common stock) allocable to U.S. sources exceed capital losses allocable to U.S. sources; or

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•

our common stock constitutes a "United States real property interest" by reason of our status as a "United States real property holding corporation," or a "USRPHC," for U.S. federal income tax purposes at any time during the shorter of the 5-year period ending on the date you dispose of our common stock or the period you held our common stock (the "applicable period"). The determination of whether we are a USRPHC depends on the fair market value of our United States real property interests relative to the fair market value of our other business assets. We believe that we are currently not and do not anticipate becoming a USRPHC. However, there is no assurance that our determination is correct or that we will not become a USRPHC in the future as a result of a change in our assets or operations.

Even if we are or later become a USRPHC, as long as our common stock is "regularly traded on an established securities market" within the meaning of Section 897(c)(3) of the Code, such common stock will be treated as a United States real property interest only if you owned directly or indirectly more than 5% of such regularly traded common stock at any time during the applicable period. We believe that our common stock will be "regularly traded on an established securities market." If we are or were to become a USRPHC, and a non-U.S. holder owned directly or indirectly more than 5% of our common stock at any time during the applicable period or our common stock were not considered to be "regularly traded on an established securities market," then any gain recognized by a non-U.S. holder on the sale or other disposition of our common stock would be treated as effectively connected with a U.S. trade or business (except for purposes of the branch profits tax) and would be subject to U.S. federal income tax at regular graduated U.S. federal income tax rates in much the same manner as if the non-U.S. holder was a U.S. person. In such case, the non-U.S. holder would be subject to withholding on the gross proceeds realized with respect to the sale or other disposition of our common stock and any amount withheld in excess of the tax owed as determined in accordance with the preceding sentence may be refundable if the required information is timely furnished to the IRS.

Information Reporting and Backup Withholding

        We must report annually to the IRS and to each non-U.S. holder the amount of dividends paid to that holder and the tax withheld from those dividends. These reporting requirements apply regardless of whether withholding was reduced or eliminated by an applicable tax treaty. Copies of the information returns reporting those dividends and withholding may also be made available to the tax authorities in the country in which the non-U.S. holder is a resident under the provisions of an applicable income tax treaty or agreement.

        Under some circumstances, U.S. Treasury regulations require additional information reporting and backup withholding on dividend payments on common stock. The gross amount of dividends paid to a non-U.S. holder that fails to certify its non-U.S. holder status in accordance with applicable U.S. Treasury regulations and does not otherwise establish an exemption from backup withholding generally will be subject to backup withholding at the applicable rate, currently 28%.

        The payment of the proceeds of the sale or other disposition of common stock (including a redemption) by a non-U.S. holder through the U.S. office of any broker, U.S. or foreign, generally will be reported to the IRS and subject to backup withholding, unless the non-U.S. holder either certifies its status as a non-U.S. holder under penalties of perjury or otherwise establishes an exemption. The payment of the proceeds of the disposition of common stock by a non-U.S. holder through a non-U.S. office of a non-U.S. broker will not be subject to backup withholding or reported to the IRS, unless the non-U.S. broker has certain enumerated connections with the United States. In general, the payment of proceeds from the disposition of common stock through a non-U.S. office of a broker that is a U.S. person or has certain enumerated connections with the United States will be reported to the IRS (but will not be subject to backup withholding), unless the broker receives a statement from the non-U.S. holder that certifies its status as a non-U.S. holder under penalties of perjury or the broker has documentary evidence in its files that the holder is a non-U.S. holder.

121

        Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a non-U.S. holder can be refunded or credited against the non-U.S. holder's U.S. federal income tax liability, if any, provided that the required information is furnished to the IRS in a timely manner. These backup withholding and information reporting rules are complex and non-U.S. holders are urged to consult their own advisors regarding the application of these rules to them.

Estate Tax

        Common stock owned or treated as owned by an individual who is not considered a citizen or resident of the United States for U.S. federal estate tax purposes, at the time of death will be included in the individual's gross estate for U.S. federal estate tax purposes unless an applicable estate tax or other treaty provides otherwise and, therefore, may be subject to U.S. federal estate tax.

122

UNDERWRITING

        Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and UBS Securities LLC are acting as joint book-running managers of the offering and as representatives of the underwriters named below. Subject to the terms and conditions stated in the underwriting agreement dated the date of this prospectus, each underwriter named below has agreed to purchase, and we and the selling stockholders have agreed to sell to that underwriter, the number of shares set forth opposite the underwriter's name.

Underwriter	Number of shares
Citigroup Global Markets Inc.
Deutsche Bank Securities Inc.
UBS Securities LLC
Total

        The underwriting agreement provides that the obligations of the underwriters to purchase the shares included in this offering are subject to approval of legal matters by counsel and to other conditions. The underwriters are obligated to purchase all the shares (other than those covered by the over-allotment option described below) if they purchase any of the shares.

        The underwriters propose to offer some of the shares directly to the public at the public offering price set forth on the cover page of this prospectus and some of the shares to dealers at the public offering price less a concession not to exceed $        per share. The underwriters may allow, and dealers may reallow, a concession not to exceed $        per share on sales to other dealers. If all of the shares are not sold at the initial offering price, the representatives may change the public offering price and the other selling terms. The representatives have advised us and the selling stockholders that the underwriters do not intend sales to discretionary accounts to exceed five percent of the total number of shares of our common stock offered by them.

        We and the selling stockholders have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to                additional shares of common stock at the public offering price less the underwriting discount. The underwriters may exercise the option solely for the purpose of covering over-allotments, if any, in connection with this offering. To the extent the option is exercised, each underwriter must purchase a number of additional shares approximately proportionate to that underwriter's initial purchase commitment.

        We, our officers and directors, the selling stockholders and substantially all of our other stockholders will agree that, for a period of 180 days from the date of this prospectus, we and they will not, without the prior written consent of Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and UBS Securities LLC, dispose of or hedge any shares of our common stock or any securities convertible into or exchangeable for our common stock. Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and UBS Securities LLC in their sole discretion may release any of the securities subject to these lock-up agreements at any time without notice.

        At our request, the underwriters have reserved up to      % of the shares of common stock for sale at the initial public offering price to persons who are directors, officers or employees, or who are otherwise associated with us through a directed share program. The number of shares of common stock available for sale to the general public will be reduced by the number of directed shares purchased by participants in the program. Any directed shares not purchased will be offered by the underwriters to the general public on the same basis as all other shares of common stock offered. We have agreed to indemnify the underwriters against certain liabilities and expenses, including liabilities under the Securities Act, in connection with the sales of the directed shares.

123

        Each underwriter has represented, warranted and agreed that:

•

it has not offered or sold and, prior to the expiry of a period of six months from the closing date, will not offer or sell any shares included in this offering to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995;



•

it has only communicated and caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 ("FSMA")) received by it in connection with the issue or sale of any shares included in this offering in circumstances in which section 21(1) of the FSMA does not apply to us; and



•

it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares included in this offering in, from or otherwise involving the United Kingdom.

        The following table shows the underwriting discounts and commissions that we and the selling stockholders are to pay to the underwriters in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the underwriters' option to purchase additional shares of common stock.

	Paid by Accuride		Paid by selling stockholders
	No Exercise	Full Exercise	No Exercise	Full Exercise
Per share	$	$	$	$
Total	$	$	$	$

        In connection with the offering, Citigroup Global Markets Inc. on behalf of the underwriters, may purchase and sell shares of common stock in the open market. These transactions may include short sales, syndicate covering transactions and stabilizing transactions. Short sales involve syndicate sales of common stock in excess of the number of shares to be purchased by the underwriters in the offering, which creates a syndicate short position. "Covered" short sales are sales of shares made in an amount up to the number of shares represented by the underwriters' over-allotment option. In determining the source of shares to close out the covered syndicate short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. Transactions to close out the covered syndicate short involve either purchases of the common stock in the open market after the distribution has been completed or the exercise of the over-allotment option. The underwriters may also make "naked" short sales of shares in excess of the over-allotment option. The underwriters must close out any naked short position by purchasing shares of common stock in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of bids for or purchases of shares in the open market while the offering is in progress.

        The underwriters also may impose a penalty bid. Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when Citigroup Global Markets Inc. repurchases shares originally sold by that syndicate member in order to cover syndicate short positions or make stabilizing purchases.

        Any of these activities may have the effect of preventing or retarding a decline in the market price of the common stock. They may also cause the price of the common stock to be higher than the price that would otherwise exist in the open market in the absence of these transactions. The underwriters

124

may conduct these transactions on the New York Stock Exchange or in the over-the-counter market, or otherwise. If the underwriters commence any of these transactions, they may discontinue them at any time.

        We estimate that our portion of the total expenses of this offering will be $          .

        The underwriters and their affiliates have performed investment banking and advisory services for us from time to time for which they have received customary fees and expenses. The underwriters and their affiliates may, from time to time, engage in transactions with and perform services for us in the ordinary course of their business. Citigroup Global Markets Inc. is a joint lead arranger and joint book-runner of our new senior credit facilities. Citicorp USA, Inc., an affiliate of Citigroup Global Markets Inc., is the administrative agent and swing line bank under our new senior credit facilities, and Citibank, N.A., an affiliate of Citigroup Global Markets Inc., is an issuing bank under our new senior credit facilities. UBS Securities LLC is the documentation agent under our new senior credit facilities, and UBS AG, Stamford Branch, an affiliate of UBS Securities LLC, is an issuing bank under our new senior credit facilities. Affiliates of Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and UBS Securities LLC are lenders under our new senior credit facilities. See "Description of Certain Indebtedness—Senior Credit Facilities" for additional information relating to the terms of these facilities. In addition, Citigroup Global Markets Inc. and UBS Securities LLC were initial purchasers in connection with the offering of our 8¹/2% senior subordinated notes due 2015. See "Description of Certain Indebtedness—Senior Subordinated Notes" for additional information relating to the senior subordinated notes.

        A prospectus in electronic format may be made available by one or more of the underwriters. The representatives may agree to allocate a number of shares to underwriters for sale to their online brokerage account holders. The representatives will allocate shares to underwriters that may make Internet distributions on the same basis as other allocations. In addition, shares may be sold by the underwriters to securities dealers who resell shares to online brokerage account holders.

        We and the selling stockholders have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, or to contribute to payments the underwriters may be required to make because of any of those liabilities.

125

NOTICE TO CANADIAN RESIDENTS

Offers and Sales in Canada

        This prospectus is not, and under no circumstances is to be construed as, an advertisement or a public offering of shares in Canada or any province or territory thereof. Any offer or sale of shares in Canada will be made only under an exemption from the requirements to file a prospectus with the relevant Canadian securities regulators and only by a dealer properly registered under applicable provincial securities laws or, alternatively, pursuant to an exemption from the dealer registration requirement in the relevant province or territory of Canada in which such offer or sale is made.

        This prospectus is for the confidential use of only those persons to whom it is delivered by the underwriters in connection with the offering of the shares into Canada. The underwriters reserve the right to reject all or part of any offer to purchase shares for any reason or allocate to any purchaser less than all of the shares for which it has subscribed.

Responsibility

        Except as otherwise expressly required by applicable law or as agreed to in contract, no representation, warranty, or undertaking (express or implied) is made and no responsibilities or liabilities of any kind or nature whatsoever are accepted by any underwriter or dealer as to the accuracy or completeness of the information contained in this prospectus or any other information provided by us in connection with the offering of the shares into Canada.

Resale Restrictions

        The distribution of the shares in Canada is being made on a private placement basis only and is exempt from the requirement that we prepare and file a prospectus with the relevant Canadian regulatory authorities. Accordingly, any resale of the shares must be made in accordance with applicable securities laws, which will vary depending on the relevant jurisdiction, and which may require resales to be made in accordance with exemptions from registration and prospectus requirements. Canadian purchasers are advised to seek legal advice prior to any resale of the shares.

Representations of Purchasers

        Each Canadian investor who purchases shares will be deemed to have represented to us, the underwriters and any dealer who sells shares to such purchaser that: (1) the offering of the shares was not made through an advertisement of the shares in any printed media of general and regular paid circulation, radio, television or telecommunications, including electronic display, or any other form of advertising in Canada, (2) such purchaser has reviewed the terms referred to above under "—Resale Restrictions" above, (3) where required by law, such purchaser is purchasing as principal for its own account and not as agent and (4) such purchaser or any ultimate purchaser for which such purchaser is acting as agent is entitled under applicable Canadian securities laws to purchase such shares without the benefit of a prospectus qualified under such securities laws, and without limiting the generality of the foregoing: (a) in the case of a purchaser located in a province other than Ontario and Newfoundland and Labrador, without the dealer having to be registered, (b) in the case of a purchaser located in a province other than Ontario or Quebec, such purchaser is an "accredited investor" as defined in section 1.1 of Multilateral Instrument 45-103—Capital Raising Exemptions, (c) in the case of a purchaser located in Ontario, such purchaser, or any ultimate purchaser for which such purchaser is acting as agent, is an "accredited investor", other than an individual, as that term is defined in Ontario Securities Commission Rule 45-501—Exempt Distributions and is a person to which a dealer registered as an international dealer in Ontario may sell shares and (d) in the case of a purchaser located in Québec, such purchaser is a "sophisticated purchaser" within the meaning of section 44 or 45 of the Securities Act (Québec).

126

Taxation and Eligibility for Investment

        Any discussion of taxation and related matters contained in this prospectus does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase the shares. Canadian purchasers of shares should consult their own legal and tax advisers with respect to the tax consequences of an investment in the shares in their particular circumstances and with respect to the eligibility of the shares for investment by the purchaser under relevant Canadian federal and provincial legislation and regulations.

Rights of Action for Damages or Rescission (Ontario)

        Securities legislation in Ontario provides that every purchaser of shares pursuant to this prospectus shall have a statutory right of action for damages or rescission against us in the event this prospectus contains a misrepresentation as defined in the Securities Act (Ontario). Ontario purchasers who purchase shares offered by this prospectus during the period of distribution are deemed to have relied on the misrepresentation if it was a misrepresentation at the time of purchase. Ontario purchasers who elect to exercise a right of rescission against us on whose behalf the distribution is made shall have no right of action for damages against us. The right of action for rescission or damages conferred by the statute is in addition to, and without derogation from, any other right the purchaser may have at law. Prospective Ontario purchasers should refer to the applicable provisions of Ontario securities legislation and are advised to consult their own legal advisers as to which, or whether any, of such rights or other rights may be available to them.

        The foregoing summary is subject to the express provisions of the Securities Act (Ontario) and the rules, regulations and other instruments thereunder, and reference is made to the complete text of such provisions contained therein. Such provisions may contain limitations and statutory defenses on which we may rely. The enforceability of these rights may be limited as described herein under "—Enforcement of Legal Rights."

        The rights of action discussed above will be granted to the purchasers to whom such rights are conferred upon acceptance by the relevant dealer of the purchase price for the shares. The rights discussed above are in addition to and without derogation from any other right or remedy which purchasers may have at law. Similar rights may be available to investors in other Canadian provinces.

Enforcement of Legal Rights

        We are organized under the laws of the State of Delaware in the United States of America. All, or substantially all, of our directors and officers, as well as the experts named herein, may be located outside of Canada and, as a result, it may not be possible for Canadian purchasers to effect service of process within Canada upon us or such persons. All or a substantial portion of our assets and the assets of such other persons may be located outside of Canada and, as a result, it may not be possible to satisfy a judgment against us or such persons in Canada or to enforce a judgment obtained in Canadian courts against us or such persons outside of Canada.

Language of Documents

        Upon receipt of this document, you hereby confirm that you have expressly requested that all documents evidencing or relating in any way to the sale of the securities described herein (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la réception de ce document, vous confirmez par les présentes que vous avez expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d'achat ou tout avis) soient rédigés en anglais seulement.

127

LEGAL MATTERS

        Certain legal matters with respect to the validity of the common stock offered in this prospectus will be passed upon for us by Latham & Watkins LLP, Chicago, Illinois. Simpson Thacher & Bartlett LLP, New York, New York, will act as counsel for the underwriters. Certain partners of Latham & Watkins LLP, members of their families, related persons and others have an indirect interest, through limited partnerships, through KKR 1996 Fund L.P., in less than 1% of the common stock of the Company. Certain partners of Simpson Thacher & Bartlett LLP, members of their families, related persons and others have an indirect interest, through limited partnerships, through KKR 1996 Fund L.P., in less than 1% of the common stock of the Company. In addition, Latham & Watkins LLP and Simpson Thacher & Bartlett LLP have in the past provided, and may continue to provide, legal services to KKR and its affiliates, including KKR 1996 Fund L.P.

EXPERTS

        The consolidated financial statements of Accuride as of December 31, 2004 and 2003, and for each of the three years in the period ended December 31, 2004, included in this prospectus have been audited by Deloitte & Touche LLP, independent registered public accounting firm as stated in their report appearing herein, and have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

        The consolidated financial statements of TTI as of December 31, 2004 and 2003, and for each of the three years in the period ended December 31, 2004, included in this prospectus have been audited by Deloitte & Touche LLP, independent registered public accounting firm as stated in their report appearing herein (which report expresses an unqualified opinion and includes an explanatory paragraph referring to the adoption of SFAS No. 142, "Goodwill and Other Intangible Assets"), and have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

        We have filed with the SEC a registration statement on Form S-1 under the Securities Act that registers the common stock to be sold in the offering. This prospectus does not contain all of the information set forth in the registration statement and the exhibits filed as part of the registration statement. For further information with respect to us and our common stock, we refer you to the registration statement and the exhibits filed as a part of the registration statement. Statements contained in this prospectus concerning the contents of any contract or any other document are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, we refer you to the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. In addition, we will file reports, proxy statements and other information with the SEC under the Securities Exchange Act of 1934. The reports and other information we file with the SEC can be read and copied at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington D.C. 20549. Copies of these materials can be obtained at prescribed rates from the Public Reference Section of the SEC at the principal offices of the SEC, 450 Fifth Street, N.W., Washington D.C. 20549. You may obtain information regarding the operation of the public reference room by calling 1 (800) SEC-0330. The SEC also maintains a web site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

        We intend to provide our stockholders with annual reports containing, among other information, financial statements audited by an independent public accounting firm and we intend to make available to our stockholders quarterly reports containing unaudited financial data for the first three quarters of each fiscal year. We also intend to furnish other reports as we may determine or as required by law.

128

ACCURIDE CORPORATION

INDEX TO FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of December 31, 2003 and 2004	F-3
Consolidated Statements of Operations for the years ended December 31, 2002, 2003 and 2004	F-4
Consolidated Statements of Stockholders' Equity (Deficiency) for the years ended December 31, 2002, 2003 and 2004	F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2002, 2003 and 2004	F-6
Notes to Consolidated Financial Statements	F-7

F-1

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders
Accuride Corporation
Evansville, Indiana

        We have audited the accompanying consolidated balance sheets of Accuride Corporation and subsidiaries (the "Company") as of December 31, 2004 and 2003, and the related consolidated statements of operations, stockholders' equity (deficiency), and cash flows for each of the three years in the period ended December 31, 2004. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Accuride Corporation and subsidiaries as of December 31, 2004 and 2003, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2004, in conformity with accounting principles generally accepted in the United States of America.

/s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP

Indianapolis, Indiana
February 4, 2005 (February 18, 2005, as to Notes 6 and 17)

F-2

ACCURIDE CORPORATION

CONSOLIDATED BALANCE SHEETS

			December 31,
			2003			2004
			(in thousands except share data)
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents		$	42,692		$	71,843
	Customer receivables, net of allowance for doubtful accounts of $822 and $515 in 2003 and 2004, respectively			36,309			55,067
	Other receivables			8,403			4,008
	Inventories			33,435			47,343
	Supplies			10,717			13,027
	Deferred income taxes			4,276			3,671
	Prepaid expenses and other current assets			924			4,849
		Total current assets		136,756			199,808
PROPERTY, PLANT AND EQUIPMENT—Net				206,660			205,369
OTHER ASSETS:
	Goodwill			123,197			123,197
	Investment in affiliates			3,106			3,752
	Deferred financing costs, net of accumulated amortization of $6,847 and $8,537 in 2003 and 2004, respectively			5,458			3,805
	Deferred income taxes			26,231			16,900
	Pension benefit plan asset			26,887			30,924
	Other			2			88
TOTAL			$	528,297		$	583,843
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES:
	Accounts payable		$	34,128		$	54,952
	Current portion of long-term debt			1,900			1,900
	Accrued payroll and compensation			9,185			12,848
	Accrued interest payable			8,824			8,142
	Income taxes payable			1,090			7,790
	Accrued and other liabilities			4,992			6,489
		Total current liabilities		60,119			92,121
LONG-TERM DEBT—Less current portion				488,575			486,780
OTHER POSTRETIREMENT BENEFIT PLAN LIABILITY				20,665			22,987
PENSION BENEFIT PLAN LIABILITY				24,376			25,836
OTHER LIABILITIES				404			691
COMMITMENTS AND CONTINGENCIES (Notes 12 and 13)
STOCKHOLDERS' EQUITY (DEFICIENCY):
	Preferred stock, $.01 par value; 5,000 shares authorized and unissued Common stock and additional paid-in-capital, $.01 par value; 45,000 and 65,000 shares authorized, 24,926 and 24,930 shares issued, and 24,799 and 24,803 shares outstanding in 2003 and 2004, respectively			52,070			52,086
	Treasury stock—127 shares at cost			(735	)		(735	)
	Stock subscriptions receivable			(15	)
	Accumulated other comprehensive income (loss)			(11,576	)		(12,113	)
	Retained earnings (deficit)			(105,586	)		(83,810	)
		Total stockholders' equity (deficiency)		(65,842	)		(44,572	)
TOTAL			$	528,297		$	583,843

See notes to consolidated financial statements.

F-3

ACCURIDE CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

		Year ended December 31,
		2002			2003			2004
		(in thousands except share and per share amounts)
NET SALES		$	345,549		$	364,258		$	494,008
COST OF GOODS SOLD			286,232			301,428			390,893
GROSS PROFIT			59,317			62,830			103,115
OPERATING EXPENSES:
	Selling, general and administrative		24,014			23,918			25,550
INCOME FROM OPERATIONS			35,303			38,912			77,565
OTHER INCOME (EXPENSE):
	Interest income		315			252			244
	Interest expense		(42,332	)		(38,865	)		(37,089	)
	Refinancing costs					(11,264	)
	Equity in earnings of affiliates		182			485			646
	Other income (expense)—net		1,430			825			108
INCOME (LOSS) BEFORE INCOME TAXES			(5,102	)		(9,655	)		41,474
INCOME TAX PROVISION (BENEFIT)			5,839			(930	)		19,698
NET INCOME (LOSS)		$	(10,941	)	$	(8,725	)	$	21,776
Weighted average common shares outstanding—basic			24,796			24,797			24,800
Basic income (loss) per share		$	(441	)	$	(352	)	$	878
Weighted average common shares outstanding—diluted			24,796			24,797			25,760
Diluted income (loss) per share		$	(441	)	$	(352	)	$	845

See notes to consolidated financial statements.

F-4

ACCURIDE CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)

(Dollars in thousands)

			Comprehensive Income (Loss)			Common Stock and Additional Paid-in- Capital		Treasury Stock			Stock Subscriptions Receivable			Accumulated Other Comprehensive Income (Loss)			Retained Earnings (Deficit)			Total Stockholders' Equity (Deficiency)
BALANCE—January 01, 2002						$	24,939	$	(735	)	$	(638	)				$	(85,920	)	$	(62,354	)
	Net loss		$	(10,941	)													(10,941	)		(10,941	)
	Proceeds from stock subscriptions receivable											517									517
	Recognition of deferred taxes related to recapitalization						27,126														27,126
	Other comprehensive income (loss):
		Unrealized gain on foreign currency hedges (net of tax)		193										$	193						193
		Minimum pension liability adjustment (net of tax)		(7,790	)										(7,790	)					(7,790	)
	Comprehensive income (loss)		$	(18,538	)
BALANCE—December 31, 2002							52,065		(735	)		(121	)		(7,597	)		(96,861	)		(53,249	)
	Net loss		$	(8,725	)													(8,725	)		(8,725	)
	Exercise of stock options						5														5
	Proceeds from stock subscriptions receivable											106									106
	Recognition of deferred taxes related to recapitalization
	Other comprehensive income (loss):
		Recognition of realized loss on foreign currency hedges (net of tax)		(193	)										(193	)					(193	)
		Minimum pension liability adjustment (net of tax)		(3,786	)										(3,786	)					(3,786	)
	Comprehensive income (loss)		$	(12,704	)
BALANCE—December 31, 2003							52,070		(735	)		(15	)		(11,576	)		(105,586	)		(65,842	)
	Net Income		$	21,776														21,776			21,776
	Exercise of stock options						16														16
	Proceeds from stock subscriptions receivable											15									15
	Other comprehensive income (loss):
		Change in fair market value of cash flow hedges (net of tax)		464											464						464
		Minimum pension liability adjustment (net of tax)		(1,001	)										(1,001	)					(1,001	)
	Comprehensive income		$	21,239
BALANCE—December 31, 2004						$	52,086	$	(735	)	$	0		$	(12,113	)	$	(83,810	)	$	(44,572	)

See notes to consolidated financial statements.

F-5

ACCURIDE CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

					Years Ended December 31,
					2002			2003			2004
					(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income (loss)				$	(10,941	)	$	(8,725	)	$	21,776
	Adjustments to reconcile net income (loss) to net cash provided by operating activities:
		Depreciation and impairment				28,213			29,804			28,438
		Amortization				2,527			2,077			1,795
		Amortization—deferred financing costs related to refinancing							2,248
		Gain (loss) on disposal of assets				(187	)		4			(284	)
		Deferred income taxes				13,894			(2,598	)		10,213
		Equity in earnings of affiliated companies				(182	)		(485	)		(646	)
		Changes in certain assets and liabilities:
			Receivables			(5,568	)		(11,839	)		(13,954	)
			Inventories and supplies			2,712			(9,091	)		(16,218	)
			Prepaid expenses and other assets			(1,601	)		817			(8,861	)
			Accounts payable			(1,254	)		5,546			20,824
			Accrued and other liabilities			(12,306	)		206			15,246
				Net cash provided by operating activities		15,307			7,964			58,329
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchases of property, plant and equipment					(19,316	)		(20,261	)		(26,421	)
	Capitalized interest					(450	)		(411	)		(851	)
	Cash distribution from affiliate								1,000
				Net cash used in investing activities		(19,766	)		(19,672	)		(27,272	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Payments on long-term debt					(12,500	)		(128,785	)		(1,900	)
	Proceeds from issuance of long-term debt								180,000
	Increase in revolving credit advance					10,000			20,000
	Decrease in revolving credit advance								(55,000	)
	Deferred financing fees								(3,192	)		(37	)
	Proceeds from issuance of shares								5			16
	Proceeds from stock subscriptions receivable					517			106			15
				Net cash provided by (used in) financing activities		(1,983	)		13,134			(1,906	)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS						(6,442	)		1,426			29,151
CASH AND CASH EQUIVALENTS—Beginning of year						47,708			41,266			42,692
CASH AND CASH EQUIVALENTS—End of year					$	41,266		$	42,692		$	71,843

See notes to consolidated financial statements.

F-6

ACCURIDE CORPORATION

For the years ended December 31, 2002, 2003, and 2004

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share data)

1. Summary Of Significant Accounting Policies

Basis of Consolidation—The accompanying consolidated financial statements include the accounts of Accuride Corporation (the "Company") and its wholly-owned subsidiaries, including Accuride Canada, Inc. ("Accuride Canada"), Accuride Erie L.P. ("Accuride Erie"), and Accuride de Mexico, S.A. de C.V. ("AdM"). All significant intercompany transactions have been eliminated. Investments in affiliated companies in which the Company does not have a controlling interest are accounted for using the equity method.

        Business of the Company—The Company is engaged primarily in the design, manufacture and distribution of wheels and rims for trucks, trailers and certain military and construction vehicles. The Company sells its products primarily within North America and Latin America to original equipment manufacturers and to the aftermarket. The Company's primary manufacturing facilities are located in Henderson, Kentucky; Erie, Pennsylvania; Cuyahoga Falls, Ohio; London, Ontario, Canada; and Monterrey, Mexico.

        Management's Estimates and Assumptions—The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

        Revenue Recognition—The Company records sales upon shipment and provides an allowance for estimated discounts associated with customer rebates.

        Inventories—Inventories are stated at the lower of cost or market. Cost for substantially all inventories, except AdM, is determined by the last-in, first-out method (LIFO). Inventories at AdM are determined using average cost. The Company reviews inventory on hand and records provisions for excess and obsolete inventory based on its assessment of future demand and historical experience.

        Supplies—Supplies primarily consist of spare parts and consumables used in the manufacturing process. Supplies are stated at the lower of cost or market. Cost for substantially all supplies is determined by a moving-average method. The Company performs annual evaluations of supplies and provides an allowance for obsolete items based on usage activity.

        Investment in Affiliate—Included in "Equity in earnings of affiliates" is the Company's 50% interest in the earnings of AOT, Inc. ("AOT"). AOT is a joint venture between the Company and The Goodyear Tire & Rubber Company formed to provide sequenced wheel and tire assemblies for Navistar International Transportation Corporation. The Company's investment in AOT at December 31, 2003 and 2004 totaled $3,106 and $3,752, respectively.

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        Property, Plant and Equipment—Property, plant and equipment are recorded at cost and are depreciated using primarily the straight-line method over their expected useful lives as follows:

Buildings and improvements	15-30 years
Factory machinery and equipment	10 years
Office furniture and fixtures	10 years
Tools, Dies and Molds	3 years

        Deferred Financing Costs—Direct costs incurred in connection with the Recapitalization (see Note 2) and the Credit Agreement (see Note 6) have been deferred and are being amortized over the life of the related debt using the effective interest method.

        Goodwill—Goodwill consists of costs in excess of the net assets acquired in connection with the Phelps Dodge Corporation ("PDC") acquisition of the Company in March 1988 and the Accuride Erie and AdM acquisitions in April 1999 and July 1999, respectively. Effective January 1, 2002, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 142, Accounting for Goodwill and Other Intangible Assets. Accordingly, the Company no longer amortizes goodwill, but tests for impairment at least annually. This impairment test was performed in the fourth quarter of 2004, and there was no indication of impairment.

        Long-Lived Assets—The Company evaluates its long-lived assets to be held and used and its identifiable intangible assets for impairment when events or changes in economic circumstances indicate the carrying amount of such assets may not be recoverable. Impairment is determined by comparison of the carrying amount of the asset to the net undiscounted cash flows expected to be generated by the related asset group. Long-lived assets to be disposed of are carried at the lower of cost or fair value less the costs of disposal (See Note 5).

        Pension Plans—The Company has trusteed, non-contributory pension plans covering substantially all U.S. and Canadian employees. For certain plans, the benefits are based on career average salary and years of service and, for other plans, a fixed amount for each year of service. The Company's funding policy provides that payments to the pension trusts shall be at least equal to the minimum legal funding requirements.

        Postretirement Benefits Other Than Pensions—The Company has postretirement health care and life insurance benefit plans covering substantially all U.S. non-bargained and Canadian employees. The Company accounts for these benefits on an accrual basis and provides for the expected cost of such postretirement benefits accrued during the years employees render the necessary service. The Company's funding policy provides that payments to participants shall be at least equal to its cash basis obligation.

        Postemployment Benefits Other Than Pensions—The Company has certain postemployment benefit plans covering certain U.S. and Canadian employees which provide severance benefits. The Company accounts for these benefits on an accrual basis.

        Income Taxes—Deferred tax assets and liabilities are computed based on differences between financial statement and income tax bases of assets and liabilities using enacted income tax rates.

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Deferred income tax expense or benefit is based on the change in deferred tax assets and liabilities from period to period, subject to an ongoing assessment of realization of deferred tax assets. Management judgment is required in developing the Company's provision for income taxes, including the determination of deferred tax assets, liabilities and any valuation allowance recorded against the deferred tax assets. The Company evaluates quarterly the realizability of its net deferred tax assets by assessing the valuation allowance and adjusting the amount of such allowance, if necessary. The factors used to assess the likelihood of realization are the Company's forecast of taxable income and the availability of tax planning strategies that can be implemented to realize the net deferred tax assets. Although realization of our net deferred tax assets is not certain, the Company has concluded that it will more likely than not realize the deferred tax assets, excluding certain state net operating losses for which the Company has provided a valuation allowance.

        Research and Development Costs—Expenditures relating to the development of new products and processes, including significant improvements and refinements to existing products, are expensed as incurred. The amounts expensed in the years ended December 31, 2002, 2003, and 2004 totaled $5,335, $5,523, and $6,185, respectively.

        Foreign Currency—The assets and liabilities of Accuride Canada and AdM that are receivable or payable in cash are converted at current exchange rates, and inventories and other non-monetary assets and liabilities are converted at historical rates. Revenues and expenses are converted at average rates in effect for the period. The functional currencies of Accuride Canada and AdM have been determined to be the U.S. dollar. Accordingly, gains and losses resulting from conversion of such amounts, as well as gains and losses on foreign currency transactions, are included in operating results as "Other income (expense), net." The Company had aggregate foreign currency gains (losses) of ($1,778), $872, and $1,436 for the years ended December 31, 2002, 2003, and 2004, respectively.

        Concentrations of Credit Risk—Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash, cash equivalents, customer receivables, and derivative financial instruments. The Company places its cash and cash equivalents and executes derivatives with high quality financial institutions. Generally, the Company does not require collateral or other security to support customer receivables.

        Derivative Financial Instruments—The Company uses derivative instruments to manage exposure to foreign currency, commodity prices, and interest rate risks. The Company does not enter into derivative financial instruments for trading or speculative purposes. The derivative instruments used by the Company include interest rate, foreign exchange, and commodity price instruments. All derivative instruments are recognized on the balance sheet at their estimated fair value. See Note 13 for the carrying amounts and estimated fair values of these instruments.

Interest Rate Instruments—The Company uses interest rate swap agreements as a means of fixing the interest rate on portions of the Company's floating-rate debt. No interest rate instruments were outstanding as of December 31, 2004 and 2003. Interest rate swaps not designated as hedges for financial reporting purposes were carried in the financial statements at fair value, with unrealized gains or losses reflected in current period earnings as "Other income (expense), net". The settlement amounts from the swap agreements were reported in the financial

F-9

statements as a component of interest. The Company uses interest rate cap agreements to set ceilings on the maximum interest rate the Company would incur on portions of the Company's floating-rate debt. An interest rate cap would be carried in the financial statements at fair value, with unrealized gains or losses reflected in current period earnings as "Other income (expense), net". In the event that the cap was exercised, any realized gain would be recorded in the financial statements as a component of interest.

        Foreign Exchange Instruments—The Company uses foreign currency forward contracts and options to limit foreign exchange risk on anticipated but not yet committed transactions expected to be denominated in Canadian dollars. Prior to August 1, 2002, the Company did not designate the forward contracts as hedges for financial reporting purposes and, accordingly, carried these instruments in the financial statements at fair value, with realized and unrealized gains or losses reflected in current period earnings as "Other income (expense), net." On August 1, 2002, the Company designated the outstanding forward contracts as cash flow hedges. Based on historical experience and analysis performed by the Company, management expects that these derivative instruments will be highly effective in offsetting the change in the value of the anticipated transactions being hedged. As such, unrealized gains or losses are deferred in "Other Comprehensive Income (Loss)" with only realized gains or losses reflected in current period earnings as "Cost of Goods Sold". However, to the extent that any of these contracts are not highly effective, any changes in fair value resulting from ineffectiveness will be immediately recognized in "Cost of Goods Sold". The total notional amount of outstanding forward contracts at December 31, 2003 and 2004 was $0 and $24,844, respectively.

        Commodity Price Instruments—The Company uses commodity price swap contracts to limit exposure to changes in certain raw material prices. Commodity price instruments, which do not meet the normal purchase exception, are not designated as hedges for financial reporting purposes and, accordingly, are carried in the financial statements at fair value, with realized and unrealized gains and losses reflected in current period earnings as "Other income (expense), net". The Company had no outstanding commodity price swaps at December 31, 2003 and 2004.

The realized and unrealized gain (loss) on the Company's derivative financial instruments for the years ended December 31, 2002, 2003, and 2004 are as follows:

	Interest Rate Instruments					Foreign Exchange Instruments				Commodity Price Instruments
	Realized Gain (loss)			Unrealized Gain (Loss)		Realized Gain (loss)		Unrealized Gain (Loss)		Realized Gain (loss)			Unrealized Gain (Loss)
2002	$	(5,323	)	$	2,940	$	166	$	193	$	(540	)	$	650
2003		—			—		4,042		—		(29	)		(47	)
2004		—			—		2,800		—		—			—

        Stock Based Compensation—On December 31, 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure. This statement amends SFAS Statement No. 123, Accounting for Stock-Based Compensation and provides alternative methods of transition for a voluntary change to the fair value based methods of accounting for stock-based employee compensation. In

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addition, this Statement amends the disclosure requirements of SFAS 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results.

        The Company applies APB Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations in accounting for the plans; accordingly, since the grant price of the stock options was at least 100% of the fair value at the date of the grant, no compensation expense has been recognized by the Company in connection with the option grants. Had compensation cost for the plans been determined based on the fair value at the grant dates for awards under the plan consistent with the fair value method of SFAS No. 123, Accounting for Stock-Based Compensation, the effect on the Company's net income (loss) would have been the following:

		Year Ended December 31,
		2002			2003			2004
Net income (loss) as reported		$	(10,941	)	$	(8,725	)	$	21,776
Add: Total stock-based employee compensation expense determined under the intrinsic value based method, net of related tax effects			—			—			—
Deduct: Total stock-based employee compensation expense determined under the fair value based method, net of related tax effects			(200	)		(76	)		(85	)
Pro forma net income (loss)		$	(11,141	)	$	(8,801	)	$	21,691
Earnings (loss) per share—as reported:
	Basic	$	(441	)	$	(352	)	$	878
	Diluted	$	(441	)	$	(352	)	$	845
Earnings (loss) per share—pro forma:
	Basic	$	(449	)	$	(355	)	$	875
	Diluted	$	(449	)	$	(355	)	$	842

        The weighted average fair value of the options granted in 2004 was $1,450. The fair value of the option grants is estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: dividend yield equaling 0%, risk-free interest rates of 4.75%, expected volatilities assumed to be 0% and expected lives of approximately 4 years. The weighted average fair value of options granted in 2002 was $1,420. The fair value of the option grants is estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: dividend yield equaling 0%, risk-free interest rates ranging from 4.15% - 4.24%, expected volatilities assumed to be 0% and expected lives of approximately 5 years. The pro forma amounts are not representative of the effects on reported net income (loss) for future years.

        Earnings Per Share—Earnings per share are calculated as net income divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share are calculated by dividing net income by this weighted-average number of common shares outstanding plus

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common stock equivalents outstanding during the year. Employee stock options outstanding to acquire 2,368 shares in 2002 and 2,175 shares in 2003 were not included in the computation of diluted earnings per common share because the effect would be antidilutive. There were no antidilutive options outstanding in 2004.

	December 31,
	2002	2003	2004
Average common shares outstanding	24,796	24,797	24,800
Dilutive stock equivalents	—	—	960
Average common and common equivalent shares outstanding	24,796	24,797	25,760

        Accounting Standards Adopted—Accounting standards adopted during 2004 include Statement of Financial Accounting Standards ("SFAS") No. 106-2, Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003, Interpretation No. 46 Revised (FIN 46R), Consolidation of Variable Interest Entities, and SFAS No. 132 (Revised 2003), Employers' Disclosures about Pensions and Other Postretirement Benefits—an amendment of FASB Statements No. 87, 88, and 106.

        FAS 106-2—In December 2003, the President of the United States signed the Medicare Prescription Drug, Improvement and Modernization Act into law. The Act introduces a prescription drug benefit under Medicare (Medicare Part D) as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D. FASB Statement No. 106, Employers' Accounting for Postretirement Benefits Other Than Pensions, requires presently enacted changes in relevant laws to be considered in current period measurements of postretirement benefit costs and the accumulated postretirement benefit obligation. In May 2004, the FASB issued Staff Position No. FAS 106-2, "Accounting and Disclosure Requirements related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003" which provides authoritative guidance on accounting for the effects of the new Medicare prescription drug legislation. This FSP was effective for the first interim period beginning after June 15, 2004. This law and pronouncement did not have a material impact on the Company's financial position or results of operations.

        FIN 46R—In December 2003, the FASB issued a revision to Interpretation 46 (FIN 46R) to clarify some of the provisions of FASB Interpretation No. 46, Consolidation of Variable Interest Entities. The term "variable interest" is defined in FIN 46 as "contractual, ownership or other pecuniary interest in an entity that change with changes in the entity's net asset value." Variable interests are investments or other interests that will absorb a portion of an entity's expected losses if they occur or receive portions of the entity's expected residual returns if they occur. The application of FIN 46R did not have an impact on the Company's financial position or results of operations.

        SFAS No. 132 (Revised 2003)—In December 2003, the FASB issued SFAS No. 132 (Revised 2003), Employers' Disclosures about Pensions and Other Postretirement Benefits-an amendment of FASB Statements No. 87, 88, and 106. This Statement revises employers' disclosures about pension plans and

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other postretirement benefit plans. It requires additional disclosures to those in the original Statement 132 about the assets, obligations, cash flows, and net periodic benefit cost of defined benefit pension plans and other defined benefit postretirement plans. SFAS 132 (Revised 2003) was effective for financial statements with fiscal years ending after December 15, 2003. The Company adopted this statement as of December 31, 2003 and revised its annual disclosures for the year ended December 31, 2003 and its annual and interim disclosures for the year ended December 31, 2004, accordingly.

        New Accounting Standards—New accounting standards which could impact the Company include FASB Statement No. 151, Inventory Costs, an amendment of ARB No. 43, Chapter 4, FASB Statement No. 153, Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions, FASB Statement No. 123 (revised 2004), Share-Based Payment, and FASB Staff Positions 109-1 and 109-2, Income Taxes.

        SFAS No. 151—In November 2004, the FASB issued SFAS No. 151, Inventory Costs, an amendment of ARB No. 43, Chapter 4. The amendments made by Statement 151 clarify that abnormal amounts of idle facility expense, freight, handling costs, and wasted materials (spoilage) should be recognized as current-period charges and requires the allocation of fixed production overheads to inventory based on the normal capacity of the production facilities. The guidance is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. Management is still evaluating the full effect of this new accounting standard on the financial statements.

        SFAS No. 153—In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions. The amendments made by Statement 153 are based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. Further, the amendments eliminate the narrow exception for nonmonetary exchanges of similar productive assets and replace it with a broader exception for exchanges of nonmonetary assets that do not have commercial substance. The Statement is effective for nonmonetary asset exchanges occurring in the fiscal periods beginning after June 15, 2005. Management is still evaluating the full effect of this new accounting standard on the financial statements.

        SFAS No. 123 (revised 2004)—In December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based Payment. The Statement requires that the compensation cost relating to share-based payment transactions be recognized in the financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. Accuride will be required to apply Statement 123(R) as of the first interim period that begins after June 15, 2005. Management is still evaluating the full effect of this new accounting standard on the financial statements.

        FASB Staff Positions (FSPs) 109-1 and 109-2—In December 2004, the FASB issued two FSPs that provide accounting guidance on how companies should account for the effects of the American Jobs Creation Act of 2004 that was signed into law on October 22, 2004. FSP FAS 109-1, Application of FASB Statement No. 109, "Accounting for Income Taxes", to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004, states that the manufacturers' deduction provided for under this legislation should be accounted for as a special deduction instead of a tax rate

F-13

change. FSP FAS 109-2, Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004, allows a company additional time to evaluate the effects of the legislation on any plan for reinvestment or repatriation of foreign earnings for purposes of applying Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes". These FSPs may affect how a company accounts for deferred income taxes. These FSPs are effective for periods ending on or after December 21, 2004. These FSPs had no effect on the 2004 consolidated financial statements and the Company does not expect these FSPs to impact its future results of operations and financial position.

        Reclassifications—Certain amounts from prior years' financial statements have been reclassified to conform to the current year presentation.

2. Recapitalization of Accuride Corporation

        The Company entered into a stock subscription and redemption agreement dated November 17, 1997 (the "Agreement" or "Redemption"), with PDC and Hubcap Acquisition L.L.C. ("Hubcap Acquisition"), a Delaware limited liability company formed at the direction of KKR 1996 Fund L.P., a Delaware limited partnership affiliated with Kohlberg Kravis Roberts & Co., L.P. ("KKR").

        Pursuant to the Agreement, effective January 21, 1998, Hubcap Acquisition made an equity investment in the Company of $108,000 in exchange for 90% of the Common Stock of the Company after the Recapitalization, as described herein. The Company used the proceeds of this investment, along with $200,000 from the issuance of 9.25% senior subordinated notes at 99.48% of principal value due 2008 and $164,800 in bank borrowing, including $135,000 of borrowings under senior secured term loans due 2005 and 2006 with variable interest rates and $29,800 of borrowings under a $140,000 senior secured revolving line of credit expiring 2004 with a variable interest rate, to redeem $468,000 of Common Stock (the "Recapitalization").

        Subsequent to the Recapitalization, effective September 30, 1998, PDC sold its remaining interest in the Company to an unrelated third party.

        Concurrent with the Agreement, the Company recorded a $18.5 million deferred tax asset related to the increase in the tax basis of assets. During 2002, management determined that an additional $69.7 million in tax basis should be recognized. As a result, the Company recorded a $11.7 million increase in deferred tax assets and reduced deferred tax liabilities by $15.4 million. The amount recorded, totaling $27.1 million, was recognized in additional paid-in-capital as an adjustment to the recapitalization.

3. Consolidated Statements of Cash Flows

        For the purpose of preparing the consolidated financial statements, the Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. Interest paid in the years ended December 31, 2002, 2003 and 2004 was $40,941, $38,854 and $36,935, respectively. The Company received a net refund of income taxes of $2,049 and $7,213 in the years ended December 31, 2002 and 2003, respectively. The Company paid income taxes of $3,980

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in the year ended December 31, 2004. During 2002, 2003 and 2004, the Company recorded non-cash minimum pension liability adjustments, net of tax, of $7,790, $3,786 and $1,001, respectively, as a component of Other Comprehensive Loss.

4. Inventories

        Inventories at December 31, 2003 and 2004 were as follows:

	2003		2004
Raw materials	$	4,119	$	12,590
Work in process		13,354		16,890
Finished manufactured goods		14,520		15,963
LIFO adjustment		1,442		1,900
Total inventories	$	33,435	$	47,343

        During 2002, 2003 and 2004, certain inventory quantities were reduced, which resulted in liquidations of LIFO inventory layers carried at costs which prevailed in prior years. For the year ended December 31, 2002, the effect of the liquidation was to increase cost of goods sold by $136 and to decrease net income by $83. For the year ended December 31, 2003, the liquidation had no effect on cost of goods sold or net income. For the year ended December 31, 2004, the effect of the liquidation was to decrease cost of goods sold by $23 and to increase net income by $14.

5. Property, Plant and Equipment

        Property, plant and equipment at December 31, 2003 and 2004 consist of the following:

	2003		2004
Land and land improvements	$	5,907	$	7,713
Buildings		69,199		69,249
Machinery and equipment		404,506		409,169
		479,612		486,131
Less accumulated depreciation and impairment		272,952		280,762
Property, plant and equipment—net	$	206,660	$	205,369

        During 2004, the Company evaluated certain assets that were expected to be replaced during the year or were producing products expected to be phased out and determined $822 of equipment related to a specific production line at its Erie, Pennsylvania facility to be impaired, $553 of equipment related to a certain production line at its Cuyahoga Falls, Ohio facility to be impaired, and $844 of equipment related to a certain product line at its Monterrey, Mexico facility to be impaired. These amounts were included in cost of goods sold for the year ended December 31, 2004.

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6. Long-Term Debt

        Long-term debt at December 31, 2003 and 2004 consists of the following:

	2003		2004
Revolving Credit Facility	$	25,000	$	25,000
Term C Facility		96,000		95,000
New Term B Facility		180,000		179,100
Senior subordinated notes—net of $425 and $320 unamortized discount		189,475		189,580
		490,475		488,680
Less current maturities		1,900		1,900
Total	$	488,575	$	486,780

        Bank Borrowing—Effective June 13, 2003, Accuride entered into a third amended and restated credit agreement to refinance a portion of the debt outstanding under the July 27, 2001 second amended and restated credit agreement (the "Refinancing"). The Refinancing, as amended on December 10, 2003, provided for (i) a new term credit facility in an aggregate principal amount of $180 million that matures on June 13, 2007 ("New Term B"), and a revolving credit facility ("New Revolver") in an aggregate principal amount of $66 million (comprised of a $36 million U.S. revolving credit facility and a $30 million Canadian revolving credit facility) which matures on June 13, 2006 (the New Term B and New Revolver are collectively referred to hereinafter as the "New Senior Facilities"). The "Term C" facility under the second amended and restated credit agreement remains outstanding under the Refinancing. As of December 31, 2004, $25 million was outstanding under the New Revolver, $179.1 million was outstanding under The New Term B facility and $95 million was outstanding under the Term C facility. The New Term B facility requires a $0.9 million repayment on June 13, 2005, and June 13, 2006, and $177.3 million on June 13, 2007. The Term C facility requires a $1.0 million repayment on January 21, 2005, and $47.0 million repayment on January 21, 2006 and January 21, 2007. Interest on the term loans and the New Revolver is based on the London InterBank Offered Rate ("LIBOR") plus an applicable margin. The loans are secured by, among other things, a first priority lien on our properties and assets securing the New Revolver and Term C, a second priority lien on substantially all of our US and Canadian properties and assets to secure the New Term B, and a pledge of 65% of the stock of our Mexican subsidiary. A negative pledge restricts the imposition of other liens or encumbrances on any of the assets, subject to certain exceptions.

        The Company's Bank Borrowings at December 31, 2003 and 2004 were borrowed under the Eurodollar Rate, or LIBOR option. At December 31, 2003, the corresponding LIBOR rates ranged from 1.44% -1.50%. At December 31, 2004, the corresponding LIBOR rate was 2.44%.

        Under the terms of the Company's credit agreement, there are certain restrictive covenants that limit the payment of cash dividends and establish minimum financial ratios. The Company was in compliance with all such covenants at December 31, 2004.

        Effective January 31, 2005, Accuride entered into a fourth amended and restated credit agreement to refinance substantially all of its existing bank facilities. Under the refinancing, the Company repaid

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in full the aggregate amounts outstanding under the Revolving Credit Facility, the New Term B Facility and the Term C Facility with proceeds from (i) a new term credit facility in an aggregate principal amount of $550 million that requires annual amortization payments of 1% per year, with the balance payable on January 31, 2012 and (ii) a new revolving facility in an aggregate amount of $125 million (comprised of a $95 million U.S. revolving credit facility and a $30 million Canadian revolving credit facility) which matures on January 31, 2010. The loans under the term credit facility and the U.S. revolving credit facility are secured by, among other things, a lien on substantially all of the U.S. properties and assets of the Company and its domestic subsidiaries and a pledge of 65% of the stock of the Company's foreign subsidiaries. The loans under the Canadian revolving facility are also secured by substantially all the properties and assets of Accuride Canada Inc.

        In connection with the refinancing described above, the following indebtedness was repaid, redeemed, repurchased or otherwise satisfied and discharged in full:

•

Indebtedness of Transportation Technologies Industries, Inc. ("TTI") (See Note 17) under its first and second lien credit agreements, each dated as of March 16, 2004;



•

The 12.5% senior subordinated notes due 2010 issued by TTI pursuant to an indenture, dated as of May 21, 2004; and



•

The Company's 9.25% senior subordinated notes due 2008 issued pursuant to an indenture, dated as of January 21, 1998, as described below.

        Senior Subordinated Notes—Interest at 9.25% on the senior subordinated notes (the "Notes") is payable on February 1 and August 1 of each year, commencing on August 1, 1998. The Notes mature in full on February 1, 2008 and may be redeemed, at the option of the Company, in whole or in part, at any time on or after February 1, 2003 in cash at the redemption prices set forth in the indenture, plus interest. The Notes are a general unsecured obligation of the Company ranking senior in right of payment to all existing and future subordinated indebtedness of the Company. The Notes are subordinated to all existing and future senior indebtedness of the Company including indebtedness incurred under the Credit Agreement. As of December 31, 2003 and 2004, the aggregate principal amount of Notes outstanding was $189,900. As discussed above, these notes were repaid January 31, 2005.

        Effective January 31, 2005, the Company issued $275.0 million aggregate principal amount of 8¹/2% senior subordinated notes due 2015 in a private placement transaction. Interest on the senior subordinated notes is payable on February 1 and August 1 of each year, beginning on August 1, 2005. The notes mature on February 1, 2015 and may be redeemed, at the option of the Company, in whole or in part, at any time on or before February 1, 2010 in cash at the redemption prices set forth in the indenture, plus interest. In addition, on or before February 1, 2008, we may redeem up to 40% of the aggregate principal amount of notes issued under the indenture with the proceeds of certain equity offerings. The notes will be general unsecured obligations of the Company ranking senior in right of payment to all existing and future subordinated indebtedness of the Company. The notes are subordinated to all existing and future senior indebtedness of the Company including indebtedness incurred under the Company's new credit agreement.

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        Interest Rate Instruments—As of December 31, 2003 and 2004, the Company did not have any open interest rate agreements or obligations.

        Maturities of long-term debt, including the bond discount, based on minimum scheduled payments as of December 31, 2004, excluding the effects of the January 2005 refinancings and debt issuances discussed above, are as follows:

2005	$	1,900
2006		72,900
2007		224,300
2008		189,900
Total	$	489,000

7. Pension and Other Postretirement Benefit Plans

        The Company has funded noncontributory employee defined benefit pension plans that cover substantially all U.S. and Canadian employees (the "plans"). Employees covered under the U.S. salaried plan are eligible to participate upon the completion of one year of service and benefits are determined by their cash balance accounts, which are based on an allocation they earn each year. Employees covered under the Canadian salaried plan are eligible to participate upon the completion of two years of service and benefits are based upon career average salary and years of service. Employees covered under the hourly plans are generally eligible to participate at the time of employment and benefits are generally based on a fixed amount for each year of service. U.S. employees are vested in the plans after five years of service; Canadian hourly employees are vested after two years of service.

        In addition to providing pension benefits, the Company also has certain unfunded health care and life insurance programs for U.S. non-bargained and Canadian employees who meet certain eligibility requirements. These benefits are provided through contracts with insurance companies and health service providers. The coverage is provided on a non-contributory basis for certain groups of employees and on a contributory basis for other groups. The majority of these benefits are paid by the Company.

        The Company uses a December 31 measurement date for all of its plans.

F-18

Obligations and Funded Status:

		Pension Benefits						Other Benefits
		2003			2004			2003			2004
Change in benefit obligation:
	Benefit obligation—beginning of year	$	53,404		$	70,944		$	21,620		$	24,399
	Service cost		2,309			2,704			774			896
	Interest cost		3,850			4,292			1,417			1,464
	Actuarial (gains)/losses		5,785			1,087			(192	)		1,659
	Benefits paid		(2,306	)		(2,913	)		(619	)		(591	)
	Foreign currency exchange rate changes		7,902			4,166			1,399			791
	Acquisition/transfer					26
	Benefit obligation—end of year		70,944			80,306			24,399			28,618
Change in plan assets:
	Fair value of assets—beginning of year		45,418			61,743
	Actual return on plan assets		5,980			5,726
	Employer contribution		5,251			5,164			619			591
	Benefits paid		(2,306	)		(2,913	)		(619	)		(591	)
	Foreign currency exchange rate changes		7,401			4,198
	Acquisition/transfer					26
	Fair value of assets—end of year		61,744			73,944
Reconciliation of funded status:
	Unfunded status		(9,200	)		(6,363	)		(24,399	)		(28,618	)
	Unrecognized actuarial loss		23,657			25,031			4,998			6,634
	Unrecognized prior service cost (benefit)		5,717			5,666			(1,264	)		(1,003	)
	Unrecognized net obligation		291			283
	Net amount recognized	$	20,465		$	24,617		$	(20,665	)	$	(22,987	)
Amounts recognized in the statement of financial position:
	Prepaid benefit cost	$	20,824		$	24,926		$	—		$	—
	Accrued benefit liability		(24,376	)		(25,836	)		(20,665	)		(22,987	)
	Intangible asset		6,063			5,998
	Accumulated other comprehensive loss		17,954			19,529
	Net amount recognized	$	20,465		$	24,617		$	(20,665	)	$	(22,987	)

        The accumulated benefit obligation for the pension plan was $69,109 and $78,911 at December 31, 2003 and 2004, respectively.

        During 2004, we adopted FAS 106-2 which impacts retirees prescription drug benefits. The impact of adoption reduced our accumulated postretirement benefit obligation by approximately $1,100. Of the employees covered under the US postretirement benefit plans, only certain pre-1996 retirees are

F-19

covered under a plan that will receive subsidy receipts. Receipts from the subsidized benefits are expected to be $32 in 2006.

        At December 31, 2004, the projected benefit payments for the defined benefit pension plan and the postretirement benefit plan totaled $2,993 and $748 in 2005, $3,308 and $883 in 2006, $3,503 and $993 in 2007, $3,603 and $1,108 in 2008, $4,249 and $1,251 in 2009, and $26,241 and $8,477 in years 2010 through 2014, respectively. The projected payments were calculated using the same assumptions as those used to calculate the benefit obligations listed above.

        The projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for the pension plans with accumulated benefit obligations in excess of plan assets were $59,824, $58,912 and $50,514, respectively, as of December 31, 2003 and $67,607, $67,276 and $60,777 respectively, as of December 31, 2004.

Components of Net Periodic Benefit Cost:

For the years ended December 31,

		Pension Benefits									Other Benefits
		2002			2003			2004			2002			2003			2004
Service cost-benefits earned during the year		$	2,504		$	2,309		$	2,704		$	665		$	774		$	896
Interest cost on projected benefit obligation			3,140			3,850			4,292			1,285			1,417			1,464
Expected return on plan assets			(4,410	)		(4,989	)		(5,762	)
Prior service cost and other amortization (net)			390			1,373			1,649			(127	)		(23	)		(44	)
	Net amount charged to income		1,624			2,543			2,883			1,823			2,168			2,316
Curtailment charge			420			—			—			5			—			—
Total net amount charged to income		$	2,044		$	2,543		$	2,883		$	1,828		$	2,168		$	2,316

Additional Information:

	Pension Benefits				Other Benefits
	2003		2004		2003	2004
Increase in minimum liability included in other comprehensive income	$	5,182	$	1,575	N/A	N/A

F-20

Actuarial Assumptions:

        Assumptions used to determine benefit obligations as of December 31 were as follows:

	Pension Benefits				Other Benefits
	2003		2004		2003		2004
Discount rate	6.00	%	6.00	%	6.00	%	6.00	%
Rate of increase in future compensation levels	3.00	%	3.00	%	3.00	%	3.00	%

        Assumptions used to determine net periodic benefit cost for the years ended December 31 were as follows:

	Pension Benefits				Other Benefits
	2003		2004		2003		2004
Discount rate	6.50	%	6.00	%	6.50	%	6.00	%
Rate of increase in future compensation levels	3.00	%	3.00	%	3.00	%	3.00	%
Expected long-term rate of return on assets	9.00	%*	8.75	%*	N/A		N/A

*

A 9.5% and 9.0% return on assets assumption was used for the Canadian plans in 2003 and 2004, respectively.

        The expected long-term rate of return on assets is determined primarily by looking at past performance. In addition, management considers the long-term performance characteristics of the asset mix.

        Assumed health care cost trend rates at December 31 were as follows:

	2003		2004
Health care cost trend rate assumed for next year	11.00	%	10.00	%
Rate to which the cost trend rate is assumed to decline	5.25	%	5.00	%
Year that the rate reaches the ultimate trend rate	2009		2010

        The health care cost trend rate assumption has a significant effect on the amounts reported. A one-percentage point change in assumed health care cost trend rates would have the following effects on 2004:

	1-Percentage- Point Increase		1-Percentage- Point Decrease
Effect on total of service and interest cost	$	484	$	(376	)
Effect on postretirement benefit obligation	$	3,964	$	(3,162	)

F-21

Plan Assets:

        The Company's pension plan weighted-average asset allocations at December 31, 2003 and 2004, by asset category are as follows:

	2003		2004
Equity securities	56	%	73	%
Debt securities	38	%	23	%
Other	6	%	4	%
Total	100	%	100	%

        The Company's investment objectives are (1) to maintain the purchasing power of the current assets and all future contributions; (2) to maximize return within reasonable and prudent levels of risk; (3) to maintain an appropriate asset allocation policy that is compatible with the actuarial assumptions, while still having the potential to produce positive real returns; and (4) to control costs of administering the plan and managing the investments.

        The Company's desired investment result is a long-term rate of return on assets that is at least a 5% real rate of return, or 5% over inflation as measured by the Consumer Price Index for the US plans. The target rate of return for the plans have been based upon the assumption that future real returns will approximate the long-term rates of return experienced for each asset class in the Company's investment policy statement. The Company's investment guidelines are based upon an investment horizon of greater than five years, so that interim fluctuations should be viewed with appropriate perspective. Similarly, the Plan's strategic asset allocation is based on this long-term perspective.

        The Company believes that the plan's risk and liquidity posture are, in large part, a function of asset class mix. The Company's investment committee has reviewed the long-term performance characteristics of various asset classes, focusing on balancing the risks and rewards of market behavior. Based on this and the plan's time horizon, risk tolerances, performance expectations and asset class preferences, the following strategic asset allocation was derived:

		Lower Limit		Strategic Allocation		Upper Limit
Domestic Large Capitalization Equities:
	Value	10	%	15	%	20	%
	Growth	10	%	15	%	20	%
	Index-Passive	15	%	20	%	25	%
Domestic Aggressive Growth Equities:
	International Equities	5	%	10	%	15	%
	Large-Mid Cap	5	%	10	%	15	%
Fixed Income:
	Domestic	25	%	30	%	35	%

F-22

        The allocation of the fund is reviewed periodically. Should any of the strategic allocations extend beyond the suggested lower or upper limits, a portfolio rebalance may be appropriate.

        While the Company uses the same methodologies to manage the Canadian plans, the primary objective is to achieve a minimum rate of return of Consumer Price Index plus 3 over 4-year moving periods, and to obtain total fund rates of return that are in the top third over 4-year moving periods when compared to a representative sample of Canadian pension funds with similar asset mix characteristics. The asset mix for the Canadian pension fund is targeted as follows:

	Minimum		Maximum
Total Equities	40	%	65	%
Foreign Equities	0	%	50	%
Bonds and Mortgages	25	%	50	%
Short-Term	0	%	15	%

        Cash Flows—The Company expects to contribute approximately $6,065 to its pension plans and $752 to its other postretirement benefit plan in 2005.

        Other Plans—The Company also provides a 401(k) savings plan and a profit sharing plan for substantially all U.S. salaried employees. Select employees may also participate in the Accuride Executive Retirement Allowance Policy and a supplemental savings plan. Expense associated with these plans for the years ended December 31, 2002, 2003 and 2004 totaled $1,391, $1,066, and $1,606, respectively.

8. Income Taxes

        The income tax provision (benefit) from continuing operations for the years ended December 31 is as follows:

		2002			2003			2004
Current:
	Federal	$	(7,697	)	$	(350	)	$	6,013
	State		77			78			1,526
	Foreign		(435	)		1,940			1,946
			(8,055	)		1,668			9,485
Deferred:
	Federal		6,158			(7,248	)		4,371
	State		(1,410	)		(881	)		907
	Foreign		1,782			3,150			4,935
	Valuation allowance		7,364			2,381
			13,894			(2,598	)		10,213
Total		$	5,839		$	(930	)	$	19,698

F-23

        A reconciliation of the U.S. statutory tax rate to the Company's effective tax rate (benefit) for the years ended December 31, is as follows:

	2002		2003		2004
Statutory tax rate	(35.0	)%	(35.0	)%	35.0	%
State and local income taxes (benefit)	(1.6	)	(9.4	)	3.6
Incremental foreign tax (benefit)	6.2		33.9		7.6
Change in valuation allowance	144.3		24.7
Reversal of previously accrued taxes			(25.9	)
Other items—net	0.6		2.0		1.3
Effective tax rate (benefit)	114.5	%	(9.7	)%	47.5	%

        Deferred income tax assets and liabilities comprised the following at December 31:

			2003			2004
Deferred tax assets:
	Depreciation and amortization		$	14,985		$	12,391
	Postretirement and postemployment benefits			8,093			8,587
	Other			5,611			3,644
	Debt refinancing costs			2,631			1,892
	Accrued bonus						2,422
	Canadian provincial tax credit						795
	Foreign tax credit						304
	Alternative minimum tax credit			1,058			1,449
	Loss carryforwards			27,591			21,444
	Valuation allowance			(5,063	)		(4,825	)
		Total deferred tax assets		54,906			48,103
Deferred tax liabilities:
	Asset basis and depreciation			12,340			14,919
	Goodwill amortization			4,369			5,538
	Unrealized foreign exchange gain			742			1,755
	Pension costs			1,310			2,115
	Inventories			1,336			2,222
	Other			4,302			983
		Total deferred tax liabilities		24,399			27,532
Net deferred tax assets				30,507			20,571
	Current deferred tax asset			4,276			3,671
Long-term deferred income tax asset—net			$	26,231		$	16,900

F-24

        The Company's net operating loss, available in various tax jurisdictions at December 31, 2004 will expire through 2023. A prior year foreign tax credit carryforward expired in 2003 and was charged against the related valuation allowance. In the current year, the Company has recorded a deferred tax asset for additional foreign tax credits incurred through 2004. The alternative minimum tax credit carryforward does not expire. Realization of deferred tax assets is dependent upon taxable income within the carryforward periods available under the applicable tax laws. Although realization of deferred tax assets in excess of deferred tax liabilities is not certain, management has concluded that it is more likely than not the Company will realize the full benefit of deferred tax assets, except for a valuation allowance related to certain state loss carryforwards.

        In 2004, the effective tax rate increased primarily as a result of $3.2 million of incremental tax expense relating to fluctuations in currency and translation adjustments and a change in management's estimate with regard to international tax transactions.

        Included in income taxes payable as of December 31, 2004 is $7.3 million of tax contingency reserve related to federal, state and international tax matters. Management has recorded the reserve based on the estimated amount of probable loss related to the Company's tax contingencies.

        During 2003 Accuride Corporation completed a refinancing of the debt of its Canadian subsidiary. The transaction resulted in recognition of a $2.1 million taxable gain attributable to significant fluctuations in foreign exchange rates over the term of the original debt. The effective tax rate recognized for foreign subsidiaries has also been significantly impacted by fluctuations in currency and translation adjustments, which are recognized differently in foreign jurisdictions.

        As a result of the expiration of certain state statutes of limitation during 2003, the Company reversed previously accrued taxes of $2.5 million. In addition, the Company recorded a valuation allowance of approximately $2.4 million against deferred tax assets related to state net operating loss carryforwards, as management concluded that the Company will not likely realize the related tax benefits in future years.

        Pursuant to the Job Creation and Worker Assistance Act of 2002, a temporary incentive was added to the Internal Revenue Code to allow for a 5-year net operating loss carryback for fiscal years ending in 2002 and 2001. The Company elected to carry back its 2002 net operating loss to the 1998 pre-acquisition tax year, referred to herein as the "Pre-acquisition Period" (see Note 2). Phelps Dodge agreed to permit the Company to carry back the 2002 net operating loss into the Pre-acquisition Period.

        While Phelps Dodge did not pay any regular income tax in 1998 due to the utilization of foreign tax credits, it did incur alternative minimum tax. At December 31, 2002, a tax refund of approximately $7.8 million representing 20% of the alternative minimum tax net operating loss was recorded as a current tax benefit. As the regular tax net operating loss utilized in the pre-acquisition period was not expected to result in an income tax benefit, the Company recorded approximately $7.8 million of deferred tax expense. During 2003, the Company completed the carry back claim and received an $8.2 million refund.

F-25

        During 2002, the Company recorded a valuation allowance of $7.4 million to reduce deferred tax assets related to certain foreign tax credit carryforwards and state net operating losses to management's estimate of the benefit expected to be realized.

        The Company intends to permanently reinvest the undistributed earnings of Accuride Canada. Accordingly, no provision for U.S. income taxes has been made for such earnings. At December 31, 2004 Accuride Canada had $20.2 million of cumulative retained earnings.

        At December 31, 2004, AdM had no cumulative retained earnings. The Company previously treated undistributed earnings as permanently reinvested. Accordingly, no provision for U.S. income taxes has ever been made for such earnings.

9. Stock Purchase and Option Plan

        Effective January 21, 1998, the Company adopted the 1998 Stock Purchase and Option Plan for key employees of Accuride Corporation and subsidiaries (the "1998 Plan").

        The 1998 Plan provides for the issuance of shares of authorized but not issued or reacquired shares of Common Stock subject to adjustment to reflect certain events such as stock dividends, stock splits, recapitalizations, mergers or reorganizations of or by the Company. The 1998 Plan is intended to assist the Company in attracting and retaining employees of outstanding ability and to promote the identification of their interests with those of the stockholders of the Company. The 1998 Plan permits the issuance of Common Stock (the "1998 Plan-Purchase Stock") and the grant of non-qualified stock options (the "1998 Plan-Options") to purchase shares of Common Stock (the issuance of 1998 Plan Purchase Stock and the grant of the 1998 Plan Options pursuant to the 1998 Plan being a "1998 Plan Grant"). Unless sooner terminated by the Company's Board of Directors, the 1998 Plan will expire ten years after adoption. Such termination will not affect the validity of any 1998 Plan Grant outstanding on the date of the termination.

        Pursuant to the original 1998 Plan, 2,667 shares of Common Stock of the Company were reserved for issuance under such plan. In May 2002, an amendment to the Stock Purchase and Option Plan was adopted, that increased the number of shares reserved for issuance under the plan to 3,247.

        1998 Plan-Purchase Stock—As of December 31, 2004 and 2003, 0 and 799 shares of Common Stock under the 1998 Plan Purchase Stock were outstanding under the terms of stock subscription agreements with various management personnel of the Company, respectively. During 2003 and 2004 no shares were repurchased as treasury stock.

F-26

        1998 Plan-Options—The following is an analysis of stock option activity pursuant to the 1998 Plan for and the stock options outstanding at the end of the respective period:

	Year ended December 31,
	2002				2003				2004
	Options		Weighted Average Price		Options		Weighted Average Price		Options		Weighted Average Price
Outstanding—beginning of year	1,229		$	5,017	2,369		$	2,851	2,175		$	2,783
Granted	1,572		$	1,750					260		$	1,750
Cancelled
Exercised					(3	)	$	1,750	(3	)	$	4,618
Forfeited or expired	(432	)	$	5,003	(191	)	$	3,642	(22	)	$	1,836
Outstanding—end of year	2,369		$	2,851	2,175		$	2,783	2,410		$	2,674
Options exercisable—end of year	1,108		$	3,858	1,387		$	3,264	1,806		$	2,901

        All originally issued time options vest in equal installments over a five-year period from the date of the grant. Subsequently issued time options vest over a four-year period. Performance options vest after approximately eight years, or can vest at an accelerated rate if the Company meets certain performance objectives. As of December 31, 2004, options outstanding have an exercise price ranging between $1,750 and $5,250 per share and a weighted average remaining contractual life of 6.6 years.

        In 2001, the Company offered eligible employees the opportunity to exchange performance options with an exercise price of $5,000 per share or more that were scheduled to vest in 2001 and 2002 for new options which the Company granted in 2002 under the 1998 Plan. The new options vest over a period of four years and have an exercise price of $1,750 per share. In April 2002, the Company issued 190.1 options at $1,750 per share pursuant to the exchange agreement executed in October 2001.

10. Commitments

        The Company leases certain plant, office space and equipment for varying periods. Management expects that in the normal course of business, leases will be renewed or replaced by other leases.

F-27

        Rent expense for the years ended December 31, 2002, 2003 and 2004 was $2,443, $2,879 and $3,011, respectively. Future minimum lease payments for all noncancelable operating leases having a remaining term in excess of one year at December 31, 2004 are as follows:

2005	$	2,236
2006		1,878
2007		1,429
2008		1,029
2009		769
Total	$	7,341

11. Contingencies

        The Company is from time to time involved in various legal proceedings of a character normally incident to its business. Management does not believe that the outcome of these proceedings will have a material adverse effect on the consolidated financial condition or results of operations of the Company.

        The Company's operations are subject to federal, state and local environmental laws, rules and regulations. Pursuant to the Recapitalization of the Company on January 21, 1998, the Company was indemnified by PDC with respect to certain environmental liabilities at its Henderson and London facilities, subject to certain limitations. Pursuant to the AKW acquisition agreement on April 1, 1999, in which Accuride purchased Kaiser Aluminum and Chemical Corporation's ("Kaiser") 50% interest in AKW, the Company has been indemnified by Kaiser with respect to certain environmental liabilities relating to the facilities leased by AKW (the "Erie Lease"). On February 12, 2002, Kaiser filed a voluntary petition in the United States Bankruptcy Court for the District of Delaware for reorganization under Chapter 11 of the United States Bankruptcy Code, which could limit our ability to pursue indemnification claims, if necessary, from Kaiser. Management does not believe that the outcome of any environmental proceedings will have a material adverse effect on the consolidated financial condition or results of operations of the Company.

12. Segment Reporting

        The Company operates in one business segment: the design, manufacture and distribution of wheels and rims for trucks, trailers, and other vehicles.

F-28

        Geographic Segments—The Company has operations in the United States, Canada, and Mexico which are summarized below.

For Year Ended Dec. 31, 2002		United States		Canada		Mexico		Eliminations			Combined
Net sales:
	Sales to unaffiliated customers—domestic	$	271,329	$	12,206	$	34,910	$	—		$	318,445
	Sales to unaffiliated customers—export		25,103				2,001					27,104
Total		$	296,432	$	12,206	$	36,911	$	—		$	345,549
Long-lived assets		$	352,457	$	131,843	$	37,272	$	(165,021	)	$	356,551

For Year Ended Dec. 31, 2003		United States		Canada		Mexico		Eliminations			Combined
Net sales:
	Sales to unaffiliated customers—domestic	$	301,548	$	11,226	$	30,106	$	—		$	342,880
	Sales to unaffiliated customers—export		17,589				3,789					21,378
Total		$	319,137	$	11,226	$	33,895	$	—		$	364,258
Long-lived assets		$	344,641	$	153,696	$	33,157	$	(166,184	)	$	365,310

For Year Ended Dec. 31, 2004		United States		Canada		Mexico		Eliminations			Combined
Net sales:
	Sales to unaffiliated customers—domestic	$	393,221	$	18,189	$	33,473	$	—		$	444,883
	Sales to unaffiliated customers—export		45,837				3,288					49,125
Total		$	439,058	$	18,189	$	36,761	$	—		$	494,008
Long-lived assets		$	346,273	$	155,506	$	31,540	$	(166,184	)	$	367,135

        Sales to three customers exceed 10% of total net sales for the years ended December 31, as follows:

	2002				2003				2004
	Amount		% of Sales		Amount		% of Sales		Amount		% of Sales
Customer one	$	66,576	19.2	%	$	72,205	19.8	%	$	93,898	19.0	%
Customer two		57,386	16.6	%		58,657	16.1	%		79,687	16.1	%
Customer three		45,464	13.2	%		47,806	13.1	%		76,245	15.4	%
	$	169,426	49.0	%	$	178,668	49.0	%	$	249,830	50.5	%

        Each geographic segment made sales to all three major customers in 2004.

F-29

13. Financial Instruments

        The estimated fair value amounts of financial instruments have been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have an effect on the estimated fair value amounts.

        The carrying amounts of cash and cash equivalents, trade receivables, and accounts payable approximate fair value because of the relatively short maturity of these instruments. The carrying amounts and related estimated fair values for the Company's remaining financial instruments are as follows:

	2003				2004
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Assets
Foreign Exchange Forward Contracts	$	—	$	—	$	757	$	757
Liabilities
Total Debt	$	490,475	$	501,665	$	489,000	$	492,733

        Fair values relating to derivative financial instruments reflect the estimated amounts that the Company would receive or pay to terminate the contracts at the reporting date based on quoted market prices of comparable contracts as of December 31.

        The fair value of the Company's long-term debt has been determined on the basis of the specific securities issued and outstanding. All of the Company's long-term debt is at variable rates at December 31, 2003 and 2004 except for the senior subordinated notes which have a fixed interest rate of 9.25% (see Note 6).

14. Related Party Transactions

        Effective January 21, 1998, the Company and KKR entered into a management agreement providing for the performance by KKR of certain management, consulting and financial services for the Company. The Company expensed approximately $600 in each of the three years ended December 31, 2004, pursuant to such management agreement.

F-30

15. Quarterly Data (Unaudited)

        The following table sets forth certain quarterly income statement information of the Company for the fiscal years ended December 31, 2003 and 2004:

	2003
	Q1			Q2			Q3			Q4			Total
	(Dollars in Thousands, except per share data)
Net sales	$	88,248		$	94,207		$	87,439		$	94,364		$	364,258
Gross profit(2)		15,621			18,517			13,148			15,544			62,830
Operating expenses		5,889			6,305			5,499			6,225			23,918
Income from operations		9,732			12,212			7,649			9,319			38,912
Equity earnings of affiliates		181			199			81			24			485
Other expense(1)		(9,453	)		(20,561	)		(10,291	)		(8,747	)		(49,052	)
Net income (loss)		(578	)		(5,953	)		(2,793	)		599			(8,725	)
Diluted income (loss) per share	$	(23	)	$	(240	)	$	(113	)	$	24

	2004
	Q1			Q2			Q3			Q4			Total
	(Dollars in Thousands, except per share data)
Net sales	$	111,401		$	120,631		$	123,463		$	138,513		$	494,008
Gross profit(4)		21,964			25,143			26,181			29,827			103,115
Operating expenses		6,371			6,418			5,758			7,003			25,550
Income from operations		15,593			18,725			20,423			22,824			77,565
Equity earnings of affiliates		138			155			148			205			646
Other expense(1)		(9,049	)		(10,709	)		(8,564	)		(8,415	)		(36,737	)
Net income(3)(4)		4,767			4,778			6,989			5,242			21,776
Diluted income per share	$	192		$	188		$	272		$	203

(1)

Included in other expense are interest income, interest expense, and other income (expense), net. Also included in the quarter ended June 30, 2003 is $11,257 of refinancing costs.

(2)

Included in cost of sales for the quarter ended December 31, 2003 is the reversal of $860 in accrued liabilities for which management determined no obligation of the Company existed, and $1,240 and $917 of cost associated with the fire damage and resulting business interruption sustained at our facility in Cuyahoga Falls, Ohio in the third and fourth quarter of 2003, respectively.

(3)

Included in net income in the quarter ended December 31, 2004 is $3.2 million of incremental tax expense relating to fluctuations in currency and translation adjustments and a change in management's estimate with regard to international tax transactions.

(4)

Included in cost of sales for the quarter ended December 31, 2004 is $2,032 of income representing the receipt of insurance proceeds from the Company's business interruption claims relating to a fire at its Cuyahoga Falls, Ohio facility occurring in 2003.

F-31

16. Valuation and Qualifying Accounts

        The following table summarizes the changes in the Company's valuation and qualifying accounts:

			Balance at Beginning of Period		Charges (credits) to Cost and Expenses			Recoveries		Write-Offs			Balance at end of Period
Reserves deducted in balance sheet from the asset to which applicable:
	Accounts Receivable:
		December 31, 2002	$	1,448	$	(169	)	$	378	$	(293	)	$	1,364
		December 31, 2003		1,364		(259	)		7		(290	)		822
		December 31, 2004		822		(18	)		0		(289	)		515

17. Subsequent Events

        On January 31, 2005, the Company completed its acquisition of Transportation Technologies Industries, Inc. (TTI), one of the largest North American manufacturers of truck components for the heavy and medium-duty trucking industry. Pursuant to the merger agreement, the existing stockholders of Accuride own 66.88% of the common stock of the combined entity while the existing stockholders of TTI (TTI Group) own the remaining 33.12% (13,475.94 shares). In addition, the TTI Group could receive up to an additional 1,933.17 shares of the common stock of the combined entity, upon achievement of certain performance goals. If the performance goals are met, such contingent shares will be recorded at fair value and result in additional goodwill.

        The Company believes the combined company will offer the trucking industry a one-stop component sourcing solution and expects to become one of the largest suppliers to the heavy/medium commercial vehicle industry. The results of operations for TTI will be included in Accuride's operating results beginning February 1, 2005.

        The following table summarizes the preliminary allocation of the fair values of the assets acquired and liabilities assumed at the date of acquisition. The preliminary allocations of purchase price are based upon preliminary valuation information and other studies that have not yet been completed.

Current assets		$	146,028
Property, plant and equipment			108,968
Goodwill			264,477
Intangible assets			142,590
Other			46
	Total assets acquired		662,109
Current liabilities			467,297
Debt			3,100
Other long-term liabilities			99,712
	Net assets acquired	$	92,000

F-32

        The preliminary purchase price allocation includes $33,540 of technology which will be amortized over 10 to 15 years, $70,320 of customer relationships which will be amortized over 15 to 30 years, $264,477 of goodwill, not deductible for income tax purposes, $38,080 of trade names that are not subject to amortization, and $650 of backlog.

        In connection with the merger, the Company refinanced substantially all its debt (See Note 6). Maturities of long-term debt based on minimum scheduled payments as of January 31, 2005, including the effects of the January 2005 refinancings and debt issuances discussed in Note 6, are as follows:

2005	$	5,500
2006		5,500
2007		5,500
2008		5,500
2009		5,500
Thereafter		825,600
Total	$	853,100

        In addition, the Company has filed a registration statement under the Securities Act of 1933 to sell common stock.

******

F-33

TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC.

INDEX TO FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm	F-35
Consolidated Balance Sheets as of December 31, 2004 and 2003	F-36
Consolidated Statements of Operations for the years ended December 31, 2004, 2003 and 2002	F-37
Consolidated Statements of Cash Flows for the years ended December 31, 2004, 2003 and 2002	F-38
Consolidated Statements of Changes in Shareholders' Equity and Other Comprehensive Loss for the years ended December 31, 2004, 2003 and 2002	F-39
Notes to Consolidated Financial Statements	F-41

F-34

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
Transportation Technologies Industries, Inc.:

        We have audited the accompanying consolidated balance sheets of Transportation Technologies Industries, Inc. and Subsidiaries (the "Company") as of December 31, 2004 and 2003, and the related consolidated statements of operations, of cash flows, and of shareholders' equity and other comprehensive loss for each of the three years in the period then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of Transportation Technologies Industries, Inc. and Subsidiaries as of December 31, 2004 and 2003, and the results of its operations and its cash flows for each of the three years in the period then ended in conformity with accounting principles generally accepted in the United States of America.

        As discussed in Note 6 to the consolidated financial statements, the Company changed its method of accounting for goodwill and certain identifiable intangible assets in 2002.

/s/Deloitte & Touche LLP

DELOITTE & TOUCHE LLP
Chicago, Illinois

February 15, 2005

F-35

TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC.

CONSOLIDATED BALANCE SHEETS

			December 31, 2004			December 31, 2003
			(dollars in thousands, except share data)
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents		$	1,150		$	—
	Accounts receivable, net of allowance for doubtful accounts of $903 and $767, respectively			72,948			50,884
	Inventories, net			54,458			44,314
	Deferred income tax assets			7,398			6,692
	Deferred financing costs			6,890			—
	Other current assets			6,762			9,111
		Total current assets		149,606			111,001
PROPERTY, PLANT AND EQUIPMENT, NET				84,467			87,414
	Deferred financing costs and other, net			2,000			11,002
	Goodwill			199,079			199,079
	Intangible assets, net			41,695			42,248
TOTAL			$	476,847		$	450,744
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
	Accounts payable		$	67,198		$	40,124
	Accrued payroll and employee benefits			11,764			12,022
	Accrued interest payable			6,767			6,921
	Accrued and other liabilities			26,007			18,946
	Current maturites of long-term debt			322,138			19,473
		Total current liabilities		433,874			97,486
LONG-TERM DEBT, less current portion				3,100			289,656
PENSION AND OTHER POSTRETIREMENT BENEFIT PLAN LIABILITY				27,203			25,490
DEFERRED INCOME TAX LIABILITIES				7,628			11,304
OTHER LIABILITIES				3,042			7,039
				474,847			430,975
SHAREHOLDERS' EQUITY:
	Preferred stock, 400,000 shares authorized—all series Senior Series E preferred stock, par $0.01—25% cumulative; 41,475 outstanding as of December 31, 2003 and 2004, respectively			1			1
	Series A junior preferred stock, par $0.01—14.5% cumulative; 119,752 and 138,018 issued and outstanding as of December 31, 2003 and 2004, respectively			1			1
	Series C and Series D junior preferred stock, both par $0.01—14,000 and 42,000 issued and outstanding as of December 31, 2003 and 2004, respectively			—			—
	Common stock, par $0.01—20,000,000 shares, authorized and 1,860,464 issued and outstanding shares as of December 31, 2003 and 2004, respectively			19			19
	Paid in capital			217,025			185,950
	Accumulated deficit			(199,457	)		(153,477	)
	Accumulated other comprehensive loss			(15,589	)		(12,725	)
		Total shareholders' equity		2,000			19,769
TOTAL			$	476,847		$	450,744

See notes to consolidated financial statements.

F-36

TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

		2004			2003			2002
		(dollars in thousands, except per share data)
NET SALES		$	588,340		$	440,009		$	411,598
COST OF GOODS SOLD			512,624			368,931			340,103
GROSS PROFIT			75,716			71,078			71,495
OPERATING EXPENSES:
	Selling, general and administrative		39,744			38,896			36,673
	Loss (gain) on disposition of property, plant and equipment		2,203			(2,600	)		—
	Severance expense for former CEO		3,460			—			—
	Aborted initial public offering expenses		2,908			—			—
	Reduction of estimated environmental remediation liability		—			(6,636	)		—
	Merger Costs		952			—			—
INCOME FROM OPERATIONS			26,449			41,418			34,822
OTHER INCOME (EXPENSE):
	Gain on sale of rail asset		—			10,000			—
	Interest income		—			496			92
	Interest expense		(31,928	)		(40,362	)		(42,306	)
	Debt extinguishment costs		(10,655	)		(1,803	)		—
INCOME (LOSS) BEFORE INCOME TAXES			(16,134	)		9,749			(7,392	)
INCOME TAX EXPENSE (BENEFIT)			(1,229	)		6,248			(1,679	)
NET INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE			(14,905	)		3,501			(5,713	)
CUMULATIVE EFFECT OF ACCOUNTING CHANGE—NET OF INCOME TAXES			—			—			(3,794	)
NET INCOME (LOSS)			(14,905	)		3,501			(9,507	)
PREFERRED STOCK DIVIDENDS			31,075			17,769			15,267
NET LOSS AVAILABLE TO COMMON SHAREHOLDERS		$	(45,980	)	$	(14,268	)	$	(24,774	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING—BASIC AND DILUTED			2,674,418			2,605,352			2,279,643
NET LOSS PER COMMON SHARE BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE		$	(17.19	)	$	(5.48	)	$	(9.20	)
CUMULATIVE EFFECT OF ACCOUNTING CHANGE PER COMMON SHARE			—			—			(1.66	)
NET LOSS PER COMMON SHARE		$	(17.19	)	$	(5.48	)	$	(10.86	)

See notes to consolidated financial statements.

F-37

TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

				2004			2003			2002
				(dollars in thousands)
Cash flows from operating activities:
	Net income (loss)			$	(14,905	)	$	3,501		$	(9,507	)
	Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
		Depreciation and amortization			13,681			15,546			15,518
		Amortization-deferred financing costs			2,075			4,114			3,541
		Debt extinguishment costs			10,655			1,803			—
		Subordinated Note interest paid in kind			—			11,860			10,714
		Cumulative change in accounting—net			—			—			3,794
		Net loss (gain) on fixed asset dispositions			2,203			(2,600	)
		Gain on sale of rail assets			—			(10,000	)		—
		Reduction in estimated environmental remediation liability			—			(6,636	)		—
		Deferred income taxes			(2,552	)		9,694			(837	)
	Changes in certain assets and liabilities:
		Accounts receivable			(22,064	)		(15,623	)		(302	)
		Inventories			(10,144	)		(9,228	)		(3,339	)
		Accounts payable			27,074			12,038			2,290
		Other assets and liabilities			(1,339	)		(6,623	)		1,322
			Net cash provided by operating activities		4,684			7,846			23,194
Cash flows from investing activities:
	Purchases of property, plant and equipment				(9,075	)		(15,044	)		(10,242	)
	Proceeds from the sale of property, plant and equipment				—			6,651			—
			Net cash used in investing activities		(9,075	)		(8,393	)		(10,242	)
Cash flows from financing activities:
Net (repayments) borrowings under revolving credit facility					(4,000	)		12,000			—
Proceeds from issuance of long-term debt					215,000			—			—
Repayment of long-term debt					(197,389	)		(23,939	)		(13,984	)
Deferred financing fees					(8,070	)		(2,599	)		(1,162	)
Proceeds from issuance of Senior Preferred Stock					—			1,000	)		—
			Net cash provided by (used in) financing activities		5,541			(13,538	)		(15,146	)
Net change in cash and cash equivalents					1,150			(14,085	)		(2,194	)
Cash and cash equivalents, beginning of period					—			14,085			16,279
Cash and cash equivalents, end of period				$	1,150		$	—		$	14,085
Supplemental Disclosures:
	Cash paid for:
	Interest			$	26,174		$	24,229		$	27,414
	Income taxes				3,009			838			231
Non-cash financing activities:
	Issuance of senior preferred stock				—			40,475			—
	Extinguishment of senior subordinated notes				—			(39,140	)		—
	Exchange of senior subordinated notes				(100,000	)		—			—

See notes to consolidated financial statements.

F-38

TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND OTHER COMPREHENSIVE LOSS

	Series A			Series C			Series D			Series E			Total
	Preferred Stock Shares	Preferred Stock Amount		Preferred Stock Shares	Preferred Stock Amount		Preferred Stock Shares	Preferred Stock Amount		Preferred Stock Shares	Preferred Stock Amount		Preferred Stock Amount
	(in thousands)
BALANCE—January 1, 2002	90,024	$	1		$	—	—	$	—	—	$	—	$	1
Shares released from Rabbi Trust
Preferred stock in-kind dividends	13,782
Preferred stock accretion
Net loss
Change in unrealized loss on cash flow hedge—net of tax of $1,179
Minimum pension liability increase—net of tax of $6,525
Total comprehensive loss
BALANCE—December 31, 2002	103,806		1	—			—			—		—		1
Preferred Stock in-kind dividends	15,946
Preferred stock accretion
Net income
Change in unrealized loss on cash flow hedge—net of tax of $353
Minimum pension liability increase—net of tax of $795
Senior preferred stock issuance				14,000			42,000			41,475		1
Total comprehensive loss
BALANCE—December 31, 2003	119,752		1	14,000			42,000			41,475		1		2
Preferred stock in-kind Dividends	18,266
Preferred stock accretion
Net income
Minimum pension liability increase—net of tax of $1,830
BALANCE—December 31, 2004	138,018	$	1	14,000	$	—	42,000			41,475	$	1	$	2

F-39

TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY AND OTHER COMPREHENSIVE LOSS (Continued)

	Common Stock Shares	Common Stock Amount		Paid-in Capital		Accumulated Deficit			Other Comprehensive (Loss) Income			Accumulated Other Comprehensive Loss			Other			Total
	(in thousands)
BALANCE—January 1, 2002	1,860	$	19	$	113,095	$	(114,435	)				$	(6,146	)	$	(2,105	)	$	(9,571	)
Shares released from Rabbi Trust																2,105			2,105
Preferred stock in-kind dividends					13,864		(13,864	)
Preferred stock accretion					1,403		(1,403	)											—
Net loss							(9,507	)											(9,507	)
Change in unrealized loss on cash flow hedge—net of tax of $1,179									$	1,814			1,814						1,814
Minimum pension liability increase—net of tax of $6,525					—		—			(10,216	)		(10,216	)		—			(10,216	)
Total comprehensive loss									$	(8,402	)
BALANCE—December 31, 2002	1,860		19		128,362		(139,209	)					(14,548	)					(25,375	)
Preferred Stock in-kind dividends					16,332		(16,332	)											—
Preferred stock accretion					1,437		(1,437	)											—
Net income							3,501												3,501
Change in unrealized loss on cash flow hedge—net of tax of $353									$	529			529						529
Minimum pension liability decrease—net of tax of $795										1,294			1,294						1,294
Senior preferred stock issuance					39,819		—						—						39,820
Total comprehensive loss									$	1,823
BALANCE—December 31, 2003	1,860		19		185,950		(153,477	)					(12,725	)		—			19,769
Preferred stock in-kind dividends					29,602		(29,602	)											—
Preferred stock accretion					1,473		(1,473	)					—						—
Net income							(14,905	)											(14,905	)
Minimum pension liability increase—net of tax of $1,830									$	(2,864	)		(2,864	)					(2,864	)
Total Comprehensive loss									$	(2,864	)
BALANCE—December 31, 2004	1,860	$	19	$	217,025	$	(199,457	)				$	(15,589	)	$	—		$	2,000

See notes to consolidated financial statements.

F-40

TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Merger Agreement with Accuride Corporation

        On December 24, 2004, the Company entered into an agreement and plan of Merger with Accuride Corporation ("Accuride") pursuant to which the Company will become a wholly owned subsidiary of Accuride (the "Merger"). On January 31, 2005, the Merger was consummated and the current shareholders of the Company received 33.12% of the common stock of Accuride, with up to an additional 1,933.17 shares of the common stock of Accuride issuable to the Company's shareholders upon the achievement of certain performance goals, in exchange for the Company's Series E, A, C and D Preferred Stock. In connection with the Merger, the Company expensed approximately $1.0 million of professional expenses during the fourth quarter of 2004. See Note 9 for additional discussion regarding the TTI stock conversion.

2. Description of Business

        Transportation Technologies Industries, Inc. and its subsidiaries (the "Company"), formed in October 1991, is a leading manufacturer of wheel-end components, body and chassis components, seating assemblies, steerable drive axles, gear boxes and castings for the heavy- and medium-duty truck industry. The Company's operations comprise one operating segment conducted by wholly owned subsidiaries located in North America.

3. Summary of Significant Accounting Policies

Principles of Consolidation—The consolidated financial statements include the accounts of Transportation Technologies Industries, Inc. and its wholly owned subsidiaries. All significant intercompany transactions and accounts have been eliminated in the accompanying consolidated financial statements.

        Reclassifications—Certain reclassifications have been made to prior year financial statements and the notes to conform with current year presentation.

        Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the allowance for doubtful accounts, reserve for inventory valuation, reserve for returns and allowances, valuation of goodwill and intangible assets having indefinite lives, pension and other post retirement benefits, depreciation and amortization.

        Cash and Cash Equivalents—The Company considers all short-term investments with original maturities of three months or less when acquired to be cash equivalents.

        Allowance for Doubtful Accounts—The Company calculates allowances for estimated losses resulting from the inability of customers to make required payments. The Company assesses the creditworthiness of its customers based on multiple sources of information and analyzes such factors as historical bad debt experience, publicly available information regarding customers and the inherent credit risk related to them, current economic trends and changes in customer payment terms or payment patterns. The Company's calculation is then reviewed by management to assess whether, based on economic events, additional analyses are required to appropriately estimate losses.

F-41

        Inventories—Inventories are stated at the lower of cost or market, the cost being determined principally by the first-in, first-out ("FIFO") method, with the exception of one operating unit where the cost of inventory is determined on the last-in, first-out method ("LIFO"). The Company regularly evaluates the composition and age of inventory to identify slow-moving, excess and obsolete inventories. The method of establishing the reserve is based on evaluating historical experience as well as estimates of future sales. The reserve is adjusted for any expected changes to ensure that the identified slow-moving, excess and obsolete inventories are stated at net realizable value. The provision for such amounts is reflected as a component of cost of sales. Had all inventories been determined on the FIFO method, inventories would have been higher than those reported at December 31, 2004 and 2003 by $5.5 million and $1.6 million, respectively.

        Long-lived Assets—Long-lived assets, including property, plant and equipment, and certain identifiable finite intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When indications of impairment are present, the carrying values of the assets are evaluated in relation to the operating performance and estimated future net cash flows of the underlying business. An impairment in the carrying value of an asset is recognized whenever anticipated future cash flows (undiscounted and without interest charges) from an asset are estimated to be less than its carrying value. If such review indicates that the carrying amount of long-lived assets is not recoverable, the carrying amount of such assets is reduced to the estimated fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

        In September 2004, the Company entered into negotiations with a buyer for the sale of certain of its assets held for sale at its Erie, Pennsylvania location at a price below carrying value. To comply with the requirements of SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the Company recorded an impairment loss of $2.2 million in the quarter ending June 30, 2004 based upon the anticipated proceeds to be received from the buyer.

        Property, Plant and Equipment—Property, plant and equipment is recorded at cost and depreciated based on the following estimated useful lives: buildings—20 to 40 years; building improvements—10 to 40 years; and machinery and equipment—3 to 12 years. Depreciation is computed using the straight-line method. Maintenance and repairs are charged to expense as incurred, while major replacements and improvements are capitalized.

        Goodwill and Other Intangibles—As of January 1, 2002, upon the adoption of Statement of Financial Accounting Standards ("SFAS") No. 142, Goodwill and Other Intangible Assets, goodwill and intangibles with an indefinite life are no longer amortized. Prior to the adoption of SFAS No. 142, goodwill was amortized on a straight-line method over 40 years, and intangibles with indefinite lives were amortized from 13 to 40 years. The Company's finite-lived acquired intangible assets are amortized on a straight-line method and include the following: patents, 8 years; and non-compete agreements, 4 years. See Note 6 "Goodwill and Other Intangibles."

        Deferred Financing Costs—Deferred financing costs of $8.1 million and $20.1 million at December 31, 2004 and 2003, respectively, relate to the issuance and subsequent amendments to the Company's Credit Facility, Subordinated Notes and Industrial Revenue Bond debt. Deferred financing costs are amortized using the effective interest rate method over the term of the related debt. During 2004, 2003 and 2002, the Company recorded amortization expense of $2.1 million, $3.4 million and $2.7 million as a component of interest expense.

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        On January 31, 2005, in conjunction with the Merger, the Company paid in full the outstanding indebtedness of the Senior Credit Facility and the Senior Subordinated Notes. The deferred financing costs relating to this indebtedness are classified within the current assets as of December 31, 2004.

        Income Taxes—Deferred tax liabilities and assets are recognized for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax liabilities and assets are determined based on the differences between the consolidated financial statements and the tax basis of assets and liabilities, using tax rates in effect for the years in which the differences are expected to reverse. A valuation allowance is provided to offset any deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

        Environmental Reserves—The Company is subject to comprehensive and frequently changing federal, state and local environmental laws and regulations, and will incur additional capital and operating costs in the future to comply with currently existing laws and regulations, new regulatory requirements arising from recently enacted statutes and possible new statutory enactments. In addition to environmental laws that regulate the Company's ongoing operations, the Company is also party to environmental remediation liability. It is the Company's policy to provide and accrue for the estimated cost of environmental matters, on a non-discounted basis, when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. Such provisions and accruals exclude claims for recoveries from insurance carriers.

        Revenue Recognition—Revenue from product sales is recognized upon shipment whereupon title passes and the Company has no further obligations to the customer. Provisions for discounts and rebates to customers, and returns and other adjustments are provided for in the same period the related sales are recorded as a percentage of sales based upon management's best estimate of future returns and other claims considering the Company's historical experience. Allowances for estimated returns, discounts, customer rebate programs and pricing adjustments are recognized as a reduction of sales when the related sales are recorded. The allowance for these items is estimated based on various market data, historical trends and information from the Company's customers. Adjustments to the allowances are recorded quarterly based on current estimates available.

        Financial Instruments—All derivatives are recorded on the balance sheet at fair value. Changes in derivative fair values are recognized in earnings as offsets to the changes in fair value of related hedged assets, liabilities and firm commitments. The ineffective portion, if any, of a hedging derivative's change in fair value is immediately recognized in earnings.

        Concentration of Risk—The Company's principal business is the manufacturing and sale of wheel-end components, body and chassis components, seating assemblies, steerable drive axles, gear boxes and castings for the heavy- and medium-duty truck industry. Due to the nature of its operations, the Company is subject to significant concentration risks relating to business with four customers in 2004 and 2003. These customers accounted for 20%, 19%, 12% and 11%; and, 17%, 16%, 10% and 10% of accounts receivable at December 31, 2004 and 2003, respectively. The Company also has concentrations of labor subject to collective bargaining arrangements. The percentage of the Company's labor force covered by a collective bargaining agreement is 43% at December 31, 2004.

        Recently Issued Accounting Pronouncements—On April 30, 2003, the Financial Accounting Standards Board, or FASB, issued SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and

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Hedging Activities. The statement amends and clarifies derivative instruments embedded in other contracts, and for hedging activities under Statement 133. SFAS 149 was effective for us on a prospective basis for contracts entered into or modified and for hedging relationships designated for fiscal periods beginning after September 30, 2003. This statement had, and is expected to have, no effect on our consolidated financial statements.

        On May 15, 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. This statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability, even though it might previously have been classified as equity. SFAS 150 was effective for financial instruments entered into or modified after May 31, 2003, and applies to all financial instruments in the first interim period beginning after September 15, 2003. This statement had, and is expected to have, no effect on our consolidated financial statements.

        On December 24, 2003, the FASB issued a revision to Interpretation 46 (FIN 46R) to clarify some of the provisions of FASB Interpretation No. 46, Consolidation of Variable Interest Entities. The term "variable interest" is defined in FIN 46 as "contractual, ownership or other pecuniary interest in an entity that change with changes in the entity's net asset value." Variable interests are investments or other interests that will absorb a portion of an entity's expected losses if they occur or receive portions of the entity's expected residual returns if they occur. FIN 46R defers the effective date of FIN 46 for certain entities and makes several other changes to FIN 46. This statement had, and is expected to have, no effect on our consolidated financial statements.

        In December 2003, the FASB revised SFAS No. 132, "Employers' Disclosures about Pensions and Other Postretirement benefits—an amendment of FASB Statements No. 87, 88 and 106". The Company has adopted the disclosure only provisions of the revised statement for the year ending December 31, 2004.

        In December 2003, the President of the United States signed the Medicare Prescription Drug, Improvement and Modernization Act into law. This act introduces a prescription drug benefit under Medicare (Medicare Part D) as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to Medicare part D. Financial Accounting Standards Board, or FASB, Statement No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions," requires presently-enacted changes in relevant laws to be considered in current period measurements of post-retirement benefit costs and the accumulated post-retirement benefit obligation. In May 2004, the FASB issued Staff Position No. 106-2, or FAS 106-2 "Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003," which provides authoritative guidance on accounting for the effects of the new Medicare prescription drug legislation. FAS 106-2 was effective for the first interim period beginning after June 15, 2004. This law and pronouncement did not have a material impact on our financial position or results of operations.

        In November 2004, the FASB issued SFAS No. 151, Inventory Costs, an amendment of ARB No. 43, Chapter 4. The amendments made by Statement 151 clarify that abnormal amounts of idle facility expense, freight, handling costs, and wasted materials (spoilage) should be recognized as current-period charges and requires the allocation of fixed production overheads to inventory based on the normal capacity of the production facilities. The guidance is effective for inventory costs incurred during fiscal

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years beginning after June 15, 2005. Management is still evaluating the full effect of this new accounting standard on the financial statements.

        In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions. The amendments made by Statement 153 are based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. Further, the amendments eliminate the narrow exception for nonmonetary exchanges of similar productive assets and replace it with a broader exception for exchanges of nonmonetary assets that do not have commercial substance. The Statement is effective for nonmonetary asset exchanges occurring in the fiscal periods beginning after June 15, 2005. Management is still evaluating the full effect of this new accounting standard on the financial statements.

        In December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based Payment. The Statement requires that the compensation cost relating to share-based payment transactions be recognized in the financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. The Company will be required to apply Statement 123(R) as of the first interim period that begins after June 15, 2005. Management is still evaluating the full effect of this new accounting standard on the financial statements.

        In December 2004, the FASB issued two FSPs that provide accounting guidance on how companies should account for the effects of the American Jobs Creation Act of 2004 that was signed into law on October 22, 2004. FSP FAS 109-1, Application of FASB Statement No. 109, "Accounting for Income Taxes", to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004, states that the manufacturers' deduction provided for under this legislation should be accounted for as a special deduction instead of a tax rate change. FSP FAS 109-2, Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004, allows a company additional time to evaluate the effects of the legislation on any plan for reinvestment or repatriation of foreign earnings for purposes of applying Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes". These FSPs may affect how a company accounts for deferred income taxes. These FSPs are effective for periods ending on or after December 21, 2004. These FSPs had no effect on the 2004 consolidated financial statements and the Company does not expect these FSPs to impact its future results of operations and financial position.

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4. Detail of Certain Assets and Liabilities

        The details of certain assets and liabilities as of December 31, follows:

		2004			2003
		(in thousands)
Inventory:
Raw materials		$	26,475		$	19,692
Work-in-progress			15,633			14,013
Finished goods			17,823			12,242
LIFO Adjustment			(5,473	)		(1,633	)
		$	54,458		$	44,314
Property, plant and equipment:
	Land	$	3,717		$	3,717
	Buildings and improvements		33,616			33,053
	Machinery and equipment		154,908			145,055
	Construction in progress		5,509			5,843
			197,750			187,668
	Less accumulated depreciation		113,283			100,254
Property, plant and equipment—net		$	84,467		$	87,414
Other current liabilities:
	Accrued workers' compensation	$	5,409		$	5,037
	Current portion of post-retirement medical and pension benefit reserve		4,884			4,988
	Other		15,714			8,921
Total other current liabilities		$	26,007		$	18,946
Other long-term liabilities:
	Environmental reserves	$	2,662		$	2,850
	Other		380			4,189
Total other long-term liabilities		$	3,042		$	7,039

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5. Valuation and Qualifying Accounts

        A summary of changes in valuation and qualifying accounts for the years ended December 31, follow:

		2004			2003
		(in thousands)
Allowance for doubtful accounts
	Balance—beginning of year	$	767		$	1,058
	Provision for doubtful accounts		546			442
	Net write-offs		(410	)		(733	)
	Balance—end of year	$	903		$	767
Reserve for excess and obsolete inventory
	Balance—beginning of year	$	576		$	531
	Provision		187			100
	Net write-offs		(30	)		(55	)
	Balance—end of year	$	733		$	576
Reserve for LIFO inventory valuation:
	Balance—beginning of year	$	1,633		$	1,490
	Provision		3,840			143
	Balance—end of year	$	5,473		$	1,633

6. Goodwill and Intangibles Assets

        Effective January 1, 2002, the Company adopted SFAS No. 142. This statement changed the accounting for goodwill and indefinite-lived intangible assets from an amortization approach to an impairment-only approach.

        As a result of the adoption of SFAS No. 142, the Company recorded a transitional goodwill impairment charge in 2002 of $6.2 million ($3.8 million net of tax), presented as a cumulative effect of accounting change. Upon its adoption of SFAS No. 142, the Company determined that it has five reporting units. The $6.2 million impairment recognized related to the Company's Imperial Group reporting unit due to the decline in its operational performance since its acquisition in 1999.

        The Company selected December 31 as its annual testing date. The SFAS No. 142 goodwill impairment model is a two-step process. First, it requires a comparison of the book value of net assets to the fair value of the related operations that have goodwill assigned to them. The Company estimates the fair values of the related operations using discounted cash flows. The cash flow forecasts are adjusted by an appropriate discount rate derived from the Company's market capitalization plus a suitable control premium at the date of evaluation. If the fair value is determined to be less than book value, a second step is performed to compute the amount of the impairment. In this process, a fair value for goodwill is estimated, based in part on the fair value of the operations used in the first step, and is compared to its carrying value. The shortfall of the fair value below carrying value represents the amount of goodwill impairment. SFAS No. 142 requires goodwill to be tested for impairment annually at the same time every year, and when an event occurs or circumstances change such that it is

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reasonably possible that impairment may exist. As a result of the Company's assessment as of December 31, 2004, no impairment was indicated and no impairment triggers have been identified.

        The Company has determined that certain of its trademarks and technology have indefinite lives. The Company's determination has been made in accordance with paragraph 11 of SFAS No. 142 based on its conclusion that at present there are no legal, regulatory, contractual, competitive, economic or other factors that limit the useful life of such assets. The amounts tied to trademarks are primarily attributable to the Company's Gunite and Brillion brand names. Each such name has been widely known and respected in its respective markets since the early 1900s, and the Company believes that they will continue to be widely known and respected indefinitely into the future. Gunite and Brillion products are two of the leading North American names in their respective product categories and the Company continues to expand the Gunite and Brillion product portfolios. The Company may continue to renew their legal status at minimal cost, and there are no contractual restrictions on use. Finally, the competitiveness of such companies in their respective markets has been, and the Company believes will continue to be, widely accepted with the Gunite and Brillion names representing such competitiveness. The technology with an indefinite life is primarily attributable to Gunite. The technology to manufacture Gunite's wheel-end products has proven to be a leading technology for between 10 to 20 years. Such technology is expected to continue to contribute cash flows to the Company's business for an indefinite period of time due to the related products' life cycles and market and competitive trends. Such technology presently has no legal, regulatory or contractual limitations on use, and is expected to continue to enable Gunite to retain a leading position in its market.

        The detail of intangible assets as of December 31, follows:

		2004				2003
		Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
		(in thousands)
Finite-lived intangible assets:
	Patents	$	5,878	$	3,519	$	5,878	$	3,182
	Non-compete agreements		2,550		2,550		2,550		2,476
	Pension assets		1,241		—		1,383		—
Total finite-lived intangible assets		$	9,669	$	6,069	$	9,811	$	5,658
Indefinite-lived intangible assets:
	Trademarks	$	22,570		—	$	22,570		—
	Technologies		15,525		—		15,525		—
Total indefinite-lived intangible assets		$	38,095		—	$	38,095		—

        Amortization expense recognized in connection with the Company's finite-lived intangible assets was $0.4 million, $0.5 million and $0.8 million for the years ended December 31, 2004, 2003 and 2002, respectively.

        The Company expects amortization expense to be approximately $0.3 million for each of the next four years.

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7. Debt

        Total debt as of December 31, consists of the following:

		2004		2003
		(in thousands)
Credit facility:
	Revolving loans	$	8,000	$	12,000
	Term loans		214,138		175,601
Senior subordinated notes—net discount of $— and $2,498			100,000		118,428
Industrial revenue bonds			3,100		3,100
Total debt			325,238		309,129
Less current maturities			322,138		19,473
Total long-term debt		$	3,100	$	289,656

        Credit Facility—On March 16, 2004, the Company entered into a new Senior Credit Facility consisting of a five-year $50.0 million first lien revolving credit facility, a five-year $115.0 million first lien term loan facility and a five- year $100.0 million second lien term loan facility. The first lien term loan facility is to be repaid on a quarterly basis with 1% of the principal amount being repaid in each of the first four years, 1% of the principal amount being repaid in each of the first three quarters of the fifth year and the remainder repaid upon maturity at the end of the fifth year. The second lien term loan facility has no amortization until maturity. Subject to certain exceptions, the Company will be required to make mandatory repayments of and corresponding reductions under the first lien term loan facility (and after the first lien facilities have been repaid in full, the second lien term loan facility) with the proceeds from (1) asset sales, (2) the issuance of debt securities, (3) proceeds of equity issuances, (4) insurance and condemnation awards and (5) annual excess cash flow. The new Senior Credit Facility (the "Credit Facility") also contains financial covenant requirements to maintain certain levels of interest and fixed charge coverage, debt to earnings before interest, taxes, depreciation and amortization ("EBITDA") as defined by the agreement, and to limit capital expenditures. As of December 31, 2004, the Company was in default of certain financial performance covenants under the Credit Facility agreement. The Company cured the default on January 31 2005, in conjunction with the Merger as the Company paid in full the outstanding indebtedness of the Senior Credit Facility and the Senior Subordinated Notes. Accordingly, the Senior Credit Facility and the Senior Subordinated Notes are classified as current maturities of long term debt as of December 31, 2004.

        Borrowings bear interest at a rate equal to, at the Company's option, the following: first lien revolver facility, LIBOR plus 3.00% or Prime Rate plus 2.00%, first lien term loan, LIBOR plus 3.75% or Prime Rate plus 2.75%, and second lien term loan, LIBOR plus 7.0% or Prime Rate plus 6.0%, with a LIBOR floor of 1.75%. The Company also pays the lenders a commitment fee equal to 0.50% per annum of the undrawn portion of each lender's commitment. The new Senior Credit Facility imposes certain restrictions on us, including restrictions on our ability to incur indebtedness, pay dividends, make investments, engage in transactions with affiliates, sell assets, and merge or consolidate. All obligations under our new Senior Credit Facility are jointly and severally guaranteed by all of our direct and indirect domestic subsidiaries.

        As a result of entering into a new Senior Credit Facility, the requirement to pay 50% of interest due on the Senior Subordinated Notes in 2004 by issuing additional Senior Subordinated Notes was eliminated.

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        The Company used $20.9 million of the proceeds from the new credit facility to repay Senior Subordinated Notes. The remaining Senior Subordinated Notes were amended to extend the maturity until September 30, 2009. The Company paid $7.0 million in financing costs and recorded a $5.6 million non-cash debt extinguishment in connection with the new Senior Credit Facility.

        Availability under the Revolving Facility at December 31, 2004, after consideration of $8.0 million drawn and $18.7 million in outstanding letters of credit, was $23.3 million.

        On January 31, 2005 the then outstanding balances of the Credit Facility were repaid in full in connection with the Merger.

        Senior Subordinated Notes—On May 21, 2004, the Company exchanged its outstanding $100.0 million aggregate principal amount of old 15.0% senior subordinated notes due September 30, 2009 for $100.0 million principal amount of new senior subordinated exchange notes ("New Notes"). The New Notes are due on March 31, 2010. The New Notes had an interest rate of 12.5% per annum through December 7, 2004. As a result of the Company not exchanging the New Notes for substantially equivalent notes that have been registered under the Securities Act by that date, the interest rate was increased to 13.0% from December 8, 2004 until the New Notes were defeased on January 31, 2005, in connection with the Merger.

        Such New Notes are guaranteed on an unsecured, senior subordinated basis by each of the Company's present and future restricted subsidiaries (excluding the Company's restricted subsidiaries that have neither assets nor shareholders' equity in excess of $1.0 million and all of the Company's foreign restricted subsidiaries). The New Notes are subordinated to all of the Company's senior debt and contain cross-default provisions. The New Notes are subject to optional redemption by the Company, in whole or in part, prior to maturity at the Company's option at a premium declining to par in 2008. Upon the occurrence of a change in control, the Company is required to offer to repurchase the new notes at a price equal to 101% of the principal amount thereof plus accrued interest. The Company will pay interest on the new notes in cash twice a year on each March 31 and September 30, provided that the Company may at its option pay up to one-half of the September 30, 2004 interest payment through the issuance of additional notes. The Company did not receive any proceeds as a result of the exchange. The Company paid $0.8 million in financing costs and recorded a $5.1 million non-cash debt extinguishment charge in connection with the New Notes.

        On December 19, 2003, the Company amended the terms of its Senior Subordinated Notes to permit the Company to issue $41.5 million of new Senior Preferred Stock in exchange for $40.0 million of its Senior Subordinated Notes, $0.5 million of related accrued interest and $1.0 million in cash. Concurrently, certain existing shareholders of the Company, including members of management, acquired $40.0 million in face value of the Senior Subordinated Notes. These Senior Subordinated Notes were extinguished on the same date in exchange for $40.0 million of newly issued Senior Preferred Stock (see Note 8). The exchange was valued at the estimated fair value of the Senior Preferred Stock. The loss on the extinguishment of $1.8 million was determined as the difference between the fair value of the Senior Preferred Stock and the carrying value of the exchanged Senior Subordinated Notes and related debt issuance costs.

        In 2003 and 2002, 50% of interest payments were mandatorily paid through the issuance of additional senior subordinated notes with the same terms. These amounts are included in the cash flow statement as Senior Subordinated Note Interest Paid-in-Kind. The Senior Subordinated Notes are

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unsecured senior subordinated obligations of the Company, subordinated in right of payment to all existing and future senior indebtedness.

        Prior to the exchange, the Senior Subordinated Notes were carried net of a discount ($6.0 million at inception) representing the value assigned to warrants to purchase the Company's common stock that were issued to the issuers of the Senior Subordinated Notes. Such discounts were being accreted to interest expense through the maturity date of the notes.

        Industrial Revenue Bonds—On April 1, 1999, the Company, through its wholly owned seating system subsidiary, issued Industrial Revenue Bonds for $3.1 million which bear interest at a variable rate (2.23% as of December 31, 2004) and can be redeemed by the Company at any time. The bonds are secured by a letter of credit issued by the Company. The bonds have no amortization and mature in 2014. The bonds are also subject to a weekly "put" provision by the holders of the bonds. In the event that any or all of the bonds are put to the Company under this provision, the Company would either refinance such bonds with additional borrowings under the Revolving Credit Facility or use available cash on hand.

        Debt maturities as of December 31, 2004, are as follows:

Year Ended	Revolving Facility		Term Loans		Industrial Revenue Bonds		Senior Subordinated Notes		Total
	(in thousands)
2005	$	8,000	$	214,138	$	—	$	100,000	$	322,138
2006		—		—		—		—
2007		—		—		—		—		—
2008		—		—		—		—
2009		—		—		—		—		—
Thereafter		—		—		3,100		—		3,100
	$	8,000	$	214,138	$	3,100	$	100,000		325,238
Less current maturities										(322,138	)
Total									$	3,100

8. Derivative Financial Instruments

        The Company uses derivative financial instruments to manage interest rate risk. The Company does not enter into derivative financial instruments for trading purposes. The Company uses interest rate swap agreements and interest rate caps as a part of its program to manage the fixed and floating interest rate mix of the total debt portfolio and related overall cost of borrowing.

        When entered into, these financial instruments are designated as hedges of underlying exposures. When a high correlation between the hedging instrument and the underlying exposure being hedged exists, fluctuations in the value of the instruments are offset by changes in the value of the underlying exposures. As the critical terms of the swaps are designed to match those of the underlying hedged debt, the change in fair value of the swaps is offset by changes in fair value recorded on the hedged debt and no hedge ineffectiveness was recorded in connection with the Company's derivative instruments.

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        The estimated fair values of derivatives used to hedge or modify risks fluctuate over time. These fair value amounts should not be viewed in isolation, but rather in relation to the fair values of the underlying hedging transactions and to the overall reduction in our exposure to adverse fluctuations in interest rates. The notional amounts of the derivative financial instruments do not necessarily represent amounts exchanged by the parties and, therefore, are not a direct measure of our exposure from our use of derivatives. The amounts exchanged are calculated by reference to the notional amounts and by other terms of the derivatives, such as interest rates. At December 31, 2004, the Company has an interest rate cap on $59.0 million of senior credit facility at a fixed LIBOR rate of 3% which expires on March 16, 2005.

9. Shareholders' Equity

        Common and Preferred Stock—The Company authorized 20,000,000 shares of common stock (voting) and 1,000,000 shares of Preferred Stock.

        On December 19, 2003, the Company issued $41.5 million of Series E Senior Preferred Stock ("Senior Preferred Stock") to affiliates of Trimaran Capital Partners and Albion Alliance, as well as to several members of management, with dividends that accrete at 25% per annum, in a private placement in exchange for the retirement of $40.0 million of Senior Subordinated Notes, the payment of $1.0 million in cash and $0.5 million of accrued interest due on the Senior Subordinated Notes retired. The Company paid $1.7 million in fees related to the issuance of the Preferred Stock that were recorded as an offset to Additional Paid-in Capital. In December 2003, no compensation expense was recorded with the issuance of the Senior Preferred Stock as it was determined that the enterprise value of the Company was less than the total debt and preferred equity.

        Upon issuance, there were 41,475 shares of Senior Preferred Stock, representing $41.5 million in aggregate liquidation preference. The Senior Preferred Stock ranks, as to dividends and liquidation, ahead of the Company's Series A, Series C and Series D Preferred Stock and the common stock, and is entitled to a liquidation preference of $1,000 per share. The Senior Preferred Stock is entitled to cumulative annual dividends, in the form of additional Senior Preferred Stock, that are payable semiannually in arrears at the rate of 25.0% per annum. The Senior Preferred Stock is redeemable by the Company at any time. The holders of the Senior Preferred Stock are entitled to a declining early redemption fee if the stock is redeemed prior to December 31, 2010.

        As of the date of the signing of the merger agreement, the Series E Preferred Stock had a liquidation value of $41.5 million plus $11.2 million of accrued dividends. The Series E Preferred Stock was also entitled to a redemption premium of $18.75%, making the total value owed to the Series E holders equal to $62.6 million, or $1,508.94 per Series E share. Upon consummation of the Merger, the per share amount was revised to $1,411.64. Therefore, upon consummation of the Merger, each Series E share was exchanged into 0.151 Accuride shares, or a total of 6,042.26 Accuride shares in total (after cash payment of $2.1 million to the non-accredited Company shareholders).

        The Series A Preferred Stock was issued to affiliates of Trimaran Capital Partners, Albion Alliance and Caravelle Investment Fund in March 2000 upon completion of the acquisition of the Company by its current stockholders. Upon issuance, there were 70,000 shares of Series A Junior Preferred Stock, representing $70.0 million in aggregate liquidation preference. Since that time, because dividends on the Series A Junior Preferred Stock have been paid in additional shares rather than in cash, an additional 59,307 shares of Series A Junior Preferred Stock have been issued. The Series A Junior

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Preferred Stock, which ranks in parity with the Series C Preferred Stock and senior to the Series D Preferred Stock and junior to the Senior Preferred Stock, is entitled to cumulative annual dividends that are payable quarterly in arrears at the rate of 14.5% per annum in the form of additional Series A Junior Preferred Stock until the March 15, 2005 payment, at which time the dividends become payable in cash and, if not paid in cash, they would be payable in additional Series A Junior Preferred Stock but at the rate of 16.5%, and after three consecutive quarters of non-payment in cash entitle the holders of the Series A Junior Preferred Stock to members on the Board of Directors equal to the lesser of two members or 20% of the Board. The Company has the option to redeem the Series A Preferred Stock at any time. If redeemed prior to March 9, 2010, the holders of the Series A Junior Preferred Stock are also entitled to a declining redemption fee.

        The Series C Preferred Stock was issued in December 2003 simultaneously with the issuance of the Series E Preferred Stock and Series D Preferred Stock and was issued to members of our management and certain other holders of the Company's common stock for the payment of $0.10 per share (or an aggregate of $140), and such members and holders agreed, as a condition to receiving the Series C Preferred Stock, to transfer an aggregate 80,233 shares of common stock to the holders of the Company's Series A Preferred Stock as consideration for their consenting to permit the Series C Preferred Stock to rank pari passu with the Series A Preferred Stock. There are 14,000 shares of Series C Preferred Stock issued, representing a maximum $16.5 million in liquidation preference. The Series D Preferred Stock was issued in December 2003 to the holders of the Company's Series A Preferred Stock and an institutional warrant holder simultaneously with the issuance of the Series E Preferred Stock and Series C Preferred Stock for the payment of $0.10 per share. There are 42,000 shares of Series D Preferred Stock issued, representing a maximum $49.5 million in liquidation preference. The Series C Preferred Stock and the Series D Preferred Stock are not entitled to dividends and are redeemable only in the event of certain significant equity sale or debt refinancing transactions.

        The Series A, C and D Preferred Stock were entitled to some percentage of the residual equity amount as of the date of the signing of the merger agreement, defined as the total common equity value of the Company, less the value attributable to the Company's existing common shares per the merger agreement. To determine the percentage of such equity amount to be paid to the Series C Preferred Stock, it is necessary to calculate a ratio of the following: the residual equity amount defined above, divided by the sum of the accreted value of the Company's Series A Preferred Stock as of the date of the signing of the merger agreement (plus a premium of 9.67%) and the maximum liquidation preference of the Series C Preferred Stock ($16.5 million). Such ratio is then multiplied by the maximum liquidation preference of the Series C Preferred Stock to determine the exchange value of such stock. Although the Series A Preferred Stock and Series C Preferred Stock rank pari passu with one another, the Series A Preferred Stock has a contractual liquidation preference of $70.0 million before any amounts may be paid on the Series C Preferred Stock. As a result, the ratio is zero if there is not at least $70.0 million of residual equity value as of the date of the offering. Once $70 million of value is achieved for the Series A holders, the Series C Preferred Stock is entitled to receive all of the incremental value until the value that would be evidenced by the exchange ratio calculated above. As of the date of the signing of the merger agreement, such exchange value was calculated to be $4.3 million for the Series C Preferred Stock, or $307.68 per Series C share. Upon consummation of the merger, the per share amount was revised to $287.84. Therefore, upon consummation of the Merger, each

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Series C share was exchanged into 0.031 Accuride shares, or 422.45 Accuride shares in total (after cash payment of $0.1 million to the non-accredited Company shareholders).

        The exchange value of the Series A Preferred Stock is the lesser of the subtraction of the Series C Preferred Stock exchange value using the methodology described above from the residual equity amount calculated above and the sum of the accreted value of the Series A Preferred Stock as of the date of the offering plus a premium of 9.67%. As of the date of the signing of the merger agreement, such exchange value was calculated to be $70.0 million for the Series A Preferred Stock, or $505.80 per Series A share. Upon consummation of the merger, the per share amount was revised to $473.19. Therefore, upon consummation of the merger, each Series A share exchanged into 0.051 Accuride shares, or 7,008.83, Accuride shares in total.

        To determine the exchange value of the Series D Preferred Stock, it is necessary to subtract the Series A and C Preferred Stock exchange values calculated above from the residual equity amount calculated above. Such exchange value is then divided by the value per share of Accuride stock to determine the total number of shares for which the Series D Preferred Stock is exchangeable. Based on the terms of the Merger, there was no residual equity value available for the Series D Preferred Stock, and it is therefore cancelable in accordance with its terms. However, each share of Series D Preferred Stock received a nominal value of $0.10 per Series D Share, which was exchanged into 0.42 Accuride shares in total.

        Warrants and Options—As of December 31, 2004, certain of the Company's common and preferred shareholders held warrants to purchase 813,953 shares of common stock at $0.01 per share.

        In conjunction with the Company's going-private transaction in 2000, the Company entered into an agreement with its old senior subordinated noteholders that provided the holders warrants for up to 20% of the common equity if the Company was unable to repay the old senior subordinated notes by specified dates. These warrants for 348,837 shares of common stock at an exercise price of $0.01 per share were issued to the purchasers in the third quarter of 2000 through the first quarter of 2001. These warrants are exercisable for a period of ten years from the original issuance date. As disclosed in Note 9, the warrants were valued at $6.0 million. This value was based on $30.0 million of common equity value of the Company at the time of the going-private transaction.

        On February 28, 2001, certain of its common shareholders invested $10.0 million in the Company in exchange for 465,116 shares of common stock, warrants for 100,000 shares at a conversion price of $21.50 per share, and contingent warrants for an additional 465,116 shares at $0.01 per share. The warrants for 100,000 shares were exercisable immediately and for a period of nine years. The 465,116 contingent warrants became exercisable ratably at the end of each of the five fiscal quarters of the Company, beginning with the fiscal quarter ending September 30, 2002, as the leverage improvement requirements were not met by the Company. No value was attributed to the 465,116 contingent warrants because the common stock of the Company was deemed to have minimal value during the period over which these warrants were issued as the enterprise value of the Company was insufficient to provide value to the common equity holders. This determination was made because the enterprise value of the Company was less than the total debt and preferred equity, which had liquidation preference to the common stock of approximately $460.0 million. Therefore, no compensation expense was recorded related to these contingent warrants, as the warrants were deemed worthless.

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        At the date of issuance, the fair market value of the 100,000 warrants was deemed to be less than the $21.50 per share exercise price as supported by the $21.50 per share of cash consideration paid for the common stock as part of that transaction.

        As of December 31, 2004, a key member of management held options to purchase 10,000 shares of the Company's common stock at a price equal to $10.75 per share.

        All warrants and options of the Company were deemed to have no value at the time of the Merger and were cancelled at that time.

        Common Equity—Based on the terms of the TTI merger, there was no residual equity value available for the common stock, however, the holders of TTI's common stock received $0.01 per share, which was exchanged into 1.98 Accuride shares in total as of January 31, 2005.

10. Earnings Per Share

        Earnings per share are calculated as net income divided by the weighted average number of common shares outstanding during the period. Weighted average common shares of 2,674,418, 2,605,352 and 2,279,643 are used to calculate basic earnings (loss) per share as of December 31, 2004, 2003 and 2002, respectively. These weighted average common shares include weighted average common stock equivalents issuable for minimal cash consideration of 813,953, 744,877 and 419,178 as of December 31, 2004, 2003 and 2002, respectively. Diluted earnings (loss) per share are calculated by dividing net income by this weighted-average number of common shares outstanding plus common stock equivalents outstanding during the year. Common stock equivalents for 110,000 shares with exercise prices ranging from $10.75 to $21.50 per share were outstanding at December 31, 2004, 2003 and 2002, respectively, but were not included in the computation of diluted earnings per share. Common stock equivalents have been excluded from the calculation of diluted weighted average shares outstanding, as they would be antidilutive.

11. Employee Benefit Plans

        Pension Benefits—Certain of the Company's subsidiaries have qualified defined benefit plans covering a majority of their employees. Company contributions to the plans were made based upon the minimum amounts required under the Employee Retirement Income Security Act. The plans' assets are held by independent trustees and consist primarily of equity and fixed income securities.

        Certain of the pension obligations of the Company's former freight car operations were retained by the Company. Benefits under such plans were frozen as of the sale date.

        Post-retirement Benefits—The Company provides health care benefits and life insurance for certain salaried and hourly retired employees. Employees may become eligible for health care benefits if they retire after attaining specified age and service requirements. These benefits are subject to deductibles, co-payment provisions and other limitations.

        The Company uses December 31 as the measurement date for determining pension plan assets and obligations. For measurement purposes, a 10% annual rate of increase in the per capita cost of covered health care benefits was assumed for 2005 decreasing gradually to an ultimate rate of 5% by the year 2008 and remains at that level thereafter.

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        The Company does not offer any other significant post-retirement benefits. The following table sets forth the plans' funded status.

		2004						2003
		Pension			Post-retirement			Pension			Post-retirement
		(in thousands)
Change in benefit obligation:
Benefit obligations—beginning of year		$	59,398		$	36,716		$	57,472		$	29,804
	Service cost		618			622			521			499
	Interest cost		3,624			2,245			3,609			2,162
	Plan amendment		—			215			37			—
	Plan curtailment		—			—			—			—
	Actuarial loss		5,505			9,952			1,312			6,528
	Benefits paid		(3,330	)		(3,141	)		(3,553	)		(2,277	)
Benefit obligations—end of year		$	65,815		$	46,609		$	59,398		$	36,716
Change in plan assets:
	Fair value of plan assets—beginning of year	$	46,021		$	—		$	36,047		$	—
	Actual return on plan assets		4,143			—			7,036			—
	Employer contribution		4,604			3,142			6,491			2,277
	Benefits paid		(3,330	)		(3,142	)		(3,553	)		(2,277	)
	Fair value of plan assets—end of year	$	51,438		$	—		$	46,021		$	—
	Benefit obligations in excess of plan assets	$	(14,377	)	$	(46,609	)	$	(13,376	)	$	(36,716	)
Unrecognized net loss			25,570			33,065			20,876			24,484
Unrecognized prior service cost			1,241			(4,186	)		1,383			(4,870	)
Net amount recognized		$	12,434		$	(17,730	)	$	8,883		$	(17,102	)
Recognized in balance sheet:
	Accrued benefit obligation	$	(14,377	)	$	(17,730	)	$	(13,376	)	$	(17,102	)
	Intangible asset		1,241			—			1,383			—
	Accumulated other comprehensive loss		25,570			—			20,876			—
Net amount recognized		$	12,434		$	(17,730	)	$	8,883		$	(17,102	)
Weighted-average assumptions:
	Discount rate		5.75	%		5.75	%		6.25	%		6.25	%
	Expected return on plan assets		8.50	%		—			9.00	%		—
	Rate of compensation increase		N/A			N/A			N/A			N/A
Service cost		$	618		$	622		$	521		$	499
Interest cost			3,624			2,245			3,609			2,162
Expected return on plan assets			(4,250	)		—			(4,202	)		—
Amortization of unrecognized net loss			919			1,371			568			1,277
Prior service cost			142			(468	)		141			(490	)
Net periodic benefit cost		$	1,053		$	3,770		$	637		$	3,448

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        The accumulated benefit obligation for all defined pension plans was $65.8 million and $59.4 million at December 31, 2004 and 2003, respectively.

	2004		2003
	(in thousands)
Projected benefit obligation	$	65,815	$	59,397
Accumulated benefit obligation		65,815		59,397
Fair value of plan assets		51,438		46,021

        Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A one percentage-point change in assumed health care cost trend rates would have the following effects:

	2004
	1-Percentage- Point Increase		1-Percentage- Point Decrease
	(in thousands)
Effect on total of service and interest cost	$	534	$	(480	)
Effect on post-retirement benefit obligation		6,042		(5,438	)

        Plan Assets—The Company has appointed a non-affiliated third party professional investment advisor to manage the domestic pension plan assets. The plan's overall investment objective is to provide a long-term return that, along with Company contributions, is expected to meet future benefit payment requirements. A long-term horizon has been adopted in establishing investment policy such that the likelihood and duration of investment losses are carefully weighed against the long-term potential for appreciation of assets. The plan's investment policy requires investments to be diversified across individual securities, industries, market capitalization and valuation characteristics. In addition, various techniques are utilized to monitor, measure and manage risk.

        The Company's pension plan weighted average asset allocations by asset category, are as follows at December 31:

	2004		2003
Equity Securities	62	%	57	%
Debt Securities	38	%	43	%
Other	—		—
Total	100	%	100	%

        To develop the expected long-term rate of return on assets assumption, the Company considered the historical returns and the future expectations for returns for each asset class, as well as the target asset allocation of the pension portfolio. This resulted in the selection of the 8.5% long-term rate of return on assets used in 2004 and 9.0% in 2003.

        The Company expects to contribute $2.4 million to its pension plans and to pay $2.5 million in post-retirement benefits in 2005.

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        Expected Future Benefit Payments—The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:

	Pension Benefits		Other Benefits
	(in thousands)
2005	$	3,615	$	2,532
2006		3,613		2,491
2007		3,627		2,661
2008		3,610		2,796
2009		3,615		2,902
Years 2010-2014		18,615		15,737

        The Company does not believe the Merger will affect the expected benefits to be paid.

        Defined Contribution Plans—Certain of the Company's subsidiaries also maintain qualified, defined contribution plans which provide benefits to their employees based on employee contributions, years of service, employee earnings or certain subsidiary earnings, with discretionary contributions allowed. Expenses relating to these plans were $2.6 million for the year ended December 31, 2004 and $2.5 million for each of the years ended December 31, 2003 and 2002.

12. Income Taxes

        The income taxes provision (benefit) for the years ended December 31, consists of the following:

		2004			2003			2002
		(in thousands)
Current tax provision (benefit):
	Federal	$	(889	)	$	(4,138	)	$	(559	)
	State		2,212			692			(283	)
Total current tax provision (benefit)			1,323			(3,446	)		(842	)
Deferred tax provision (benefit)			(2,552	)		9,694			(837	)
Income tax provision (benefit)		$	(1,229	)	$	6,248		$	(1,679	)

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        The income tax provision (benefit) for the years ended December 31, differs from the amounts computed by applying the federal statutory rate as follows:

	2004		2003		2002
Income taxes at federal statutory rate	(35.0	)%	35.0	%	(35.0	)%
State income taxes—net of federal benefit	(3.3	)	(2.4	)	(5.6	)
Gain on senior subordinated debt exchange	—		34.2		—
Other permanent items	0.7		1.1		—
Write-off of tax benefit from rabbi trust shares	—		—		14.0
Goodwill adjustment	4.3		—		—
Increase in federal and state tax reserves	1.2		—		—
Increase in valuation and other adjustments—net	24.5		(3.8	)	3.9
Effective income tax rate	(7.6	)%	64.1	%	(22.7	)%

        Components of deferred tax benefits (obligations) consist of the following at December 31:

	2004			2003
	(in thousands)
Tax credit carryforwards	$	18,418		$	13,938
Post-retirement medical and pension benefit reserves		12,280			10,374
Restructuring reserve		603			2,381
Environmental reserve		1,228			1,226
Vacation reserve		2,023			1,810
Accrued workers' compensation reserve		2,115			1,975
Other		5,407			3,900
Total Benefits	$	42,074		$	35,604
Property, plant and equipment	$	(15,574	)	$	(15,773	)
Trademarks and technologies		(15,661	)		(15,702	)
Inventories		(2,940	)		(2,328	)
Other		(4,929	)		(2,913	)
Total Obligations	$	(39,104	)	$	(36,716	)
Net deferred tax benefits (obligations)	$	2,970		$	(1,112	)
Less valuation allowance		(3,200	)		(3,500	)
Total deferred taxes	$	(230	)	$	(4,612	)

        In the consolidated balance sheets, these deferred benefits and deferred obligations are classified as deferred income tax assets or deferred income tax liabilities, based on the classification of the related liability or asset for financial reporting purposes. A deferred tax asset or liability that is not related to an asset or liability for financial reporting, including deferred tax assets related to carryforwards, is classified according to the expected reversal date of the temporary difference as of the end of the year. Tax credit carryforwards, which exist at December 31, 2004, consist of certain federal and state tax net operating loss and credit carryforwards.

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        The Company's federal and state income tax returns are subject to review by the relevant tax authorities. While the Company believes the positions it takes in its returns are reasonable and appropriate, it is likely that the tax authorities will challenge certain deductions and positions claimed in these returns. The Company has established reserves of $3.9 million and $3.7 million in 2004 and 2003, respectively, which it considers adequate to cover any asserted liability.

        As of December 31, 2004, the Company has net operating loss carryforwards of $41.9 million available to offset future taxable income, resulting in a deferred tax asset of $14.9 million. Additionally, the Company has approximately $52.3 million of state net operating losses ("NOLs") available to offset future taxable income, resulting in a deferred tax benefit of $3.5 million. However, due to the uncertainty of the Company's ability to utilize the state NOLs in the future, a valuation reserve of $3.2 million has been recorded against this deferred tax asset.

        IRC Section 382 imposes a limitation on the future utilization of NOLs if a greater than 50% ownership change occurs. Due to the Merger on January 31, 2005, an annual limitation will be imposed on the utilization of the NOLs based on the value of the Company at the date of the ownership change times the long-term tax-exempt rate at the time of the change. The federal NOLs are scheduled to expire in the tax years ending December 31, 2020 through December 31, 2023. The state NOLs are scheduled to expire in the tax years ending December 31, 2010 through December 31, 2023.

13. Product Warranties

        The Company provides product warranties in conjunction with certain product sales. Generally, sales are accompanied by a 1- to 5-year standard warranty. These warranties cover factors such as non-conformance to specifications and defects in material and workmanship.

        Estimated standard warranty costs are recorded in the period in which the related product sales occur. The warranty liability recorded at each balance sheet date in other current liabilities reflects the estimated number of months of warranty coverage outstanding for products delivered times the average of historical monthly warranty payments, as well as additional amounts for certain major warranty issues that exceed a normal claims level. The following table summarizes product warranty activity recorded for the years ended December 31:

		December 31
		2004			2003			2002
		(in thousands)
Balance—beginning of year		$	843		$	917		$	851
	Provision for new warranties		1,126			1,131			1,296
	Payments		(1,102	)		(1,205	)		(1,230	)
Balance—end of year		$	867		$	843		$	917

14. Environmental Matters

        The Company is subject to comprehensive and frequently changing federal, state and local environmental laws and regulations, and will incur additional capital and operating costs in the future to comply with currently existing laws and regulations, new regulatory requirements arising from recently enacted statutes and possible new statutory enactments. In addition to environmental laws that

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regulate the Company's subsidiaries' ongoing operations, the subsidiaries also are subject to environmental remediation liability. Under the federal Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA") and analogous state laws, the Company's subsidiaries may be liable as a result of the release or threatened release of hazardous substances into the environment. The Company's subsidiaries are currently involved in several matters relating to the investigation and/or remediation of locations where the subsidiaries have arranged for the disposal of foundry and other wastes. Such matters include certain situations in which the Company has been named or is believed to be a Potentially Responsible Party ("PRP") in the contamination of the sites (primarily nine off-site locations related to the Company's wheel-end and truck and industrial components operations). Additionally, environmental remediation may be required at certain of the Company's facilities at which soil and groundwater contamination has been identified.

        The Company believes that it has valid claims for contractual indemnification against prior owners for certain of the investigatory and remedial costs at many of the above-mentioned sites. As a result of a private party settlement of litigation with a prior owner of the Company's wheel end subsidiary, the Company will not be responsible (through a contractual undertaking by the former owner) for certain liabilities and costs resulting from the wheel-end subsidiary's waste disposal prior to September 1987 at certain of such sites. The Company has been notified, however, by certain other contractual indemnitors that they will not honor future claims for indemnification. Accordingly, the Company has pursued indemnification claims but there is no assurance that even if successful in any such claims, any judgments against the indemnitors will ultimately be recoverable. In addition, the Company believes it is likely that it has incurred some liability at various sites for activities and disposal following acquisition that would not in any event be covered by indemnification by prior owners.

        As a result of on-going monitoring activities and progress with environmental regulatory bodies, the Company commissioned detailed studies of its environmental exposures during 2003. Based on the results of these studies, the Company decreased its estimated environmental remediation liabilities by $6.6 million, resulting in a $3.0 million reserve balance at December 31, 2003. As of December 31, 2004, the Company has a $2.8 million environmental reserve. The reserve is based on current cost estimates and does not reduce estimated expenditures to net present value.

        The Company currently anticipates spending approximately $0.2 million per year in 2005 through 2009 for monitoring the various environmental sites associated with the environmental reserve, including attorney and consultant costs for strategic planning and negotiations with regulators and other PRPs, and payment of remedial investigation costs. Based on all of the information presently available to it, the Company believes that its environmental reserves will be adequate to cover the future costs related to the sites associated with the environmental reserves, and that any additional costs will not have a material adverse effect on the financial condition, results of operations or cash flows of the Company. However, the discovery of additional sites, the modification of existing laws or regulations or the imposition of joint and several liability under CERCLA could result in such a material adverse effect.

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15. Commitments and Contingencies

        The Company leases certain real property and equipment under long-term leases expiring at various dates through 2015. The leases generally contain specific renewal or purchase options at the then fair market value. Future minimum lease payments at December 31, 2004 are as follows:

	Operating Leases
	(in thousands)
2005	$	4,655
2006		3,361
2007		2,838
2008		2,212
2009		1,424
Thereafter		5,553
Total minimum lease payments	$	20,043

        While the Company is liable for maintenance, insurance and similar costs under most of its leases, such costs are not included in the future minimum lease payments. Total rental expense for the year was $6.7 million.

        On October 30, 2003, the Company sold the real property of its Emeryville, California plant for $6.5 million and moved the operations into a leased facility in the area. The transaction resulted in a net gain of $3.7 million and a mandatory prepayment of senior credit facility term loans of $5.3 million.

        The Company is involved in certain threatened and pending legal proceedings including workers' compensation claims arising out of the conduct of its businesses. In the opinion of management, the ultimate outcome of such legal proceedings will not have a material adverse effect on the financial position, results of operations or cash flows of the Company.

16. Operating Segment and Concentration of Sales

        The Company consists of five operating units that manufacture and sell a diversified product mix to the heavy- and medium-duty truck industry within North America. These operating units are aggregated into a single reporting segment as they have similar economic characteristics, products and production processes, class of customer and distribution methods. The Company believes this segmentation is appropriate based upon management's operating decisions and performance assessment.

        Major Customers—The Company's net sales in the aggregate to its four largest customers during 2004, 2003 and 2002 were 62.1%, 58.8% and 58.2% of total net sales in these periods, respectively. One customer accounted for 24.5%, 22.5% and 23.3% of total net sales in 2004, 2003 and 2002, respectively.

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Product Information—Net Sales

        Net sales for the Company's key products and brands are as follows for the years ended December 31:

		2004		2003		2002
		(in thousands)
Wheel-end components and assemblies		$	261,607	$	198,627	$	172,948
Truck body and chassis parts			123,571		88,607		87,438
Industrial components and farm implements			97,203		80,900		73,627
Seating assemblies			61,705		43,877		43,649
Other truck components			44,254		27,998		33,936
	Total	$	588,340	$	440,009	$	411,598

17. Fair Value of Financial Instruments

        The Company's financial instruments consist primarily of cash in banks, receivables, accounts payable, debt and interest rate swaps.

        The carrying amounts for cash and cash equivalents, receivables and accounts payable approximate fair value due to the short-term nature of these instruments. At December 31, 2004, the fair value of senior debt approximated $225.2 million.. The fair market value of the senior subordinated notes approximated $102.0 million.

        The fair values of interest-rate swap agreements are the estimated amounts that the Company would pay to terminate the agreements at the reporting date, taking into account current interest rates and the market expectation for future interest rates. The Company has entered into interest-rate swap agreements in order to manage its exposure to interest rate risk. These interest rate swaps were designated as cash flow hedges of the Company's variable rate debt. During 2004, 2003, and 2002 no ineffectiveness was recognized in the statement of operations on these hedges.

18. Aborted IPO Costs, CEO Severance and Merger Costs

        On August 11, 2004, the Company postponed its initial public offering of common stock. As of September 30, 2004, the Company had $2.9 million of capitalized costs. The 90 day postponement period as defined by the SEC in SAB Topic 5-A expired on November 9, 2004, consequently for purposes of recognition of the initial public offering expenses the Company considered the initial public offering aborted and in November 2004 expensed the $2.9 million of capitalized costs.

        On August 15, 2004, the Company's President, Andrew M. Weller, succeeded Thomas M. Begel as the Company's Chief Executive Officer. This event resulted in the termination of Mr. Begel's employment agreement and a related charge of $3.5 million which was recorded in the third quarter of 2004

        In connection with the Merger, the Company expensed approximately $1.0 million during the fourth quarter of 2004.

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19. Gain on Sale of Rail Assets

        In 2001, the Company sold its minority equity interest in its former rail car operations ("Rail Assets") to certain of its common shareholders for $15.0 million. As a part of the sale of the Rail Assets, the purchasers obtained the unconditional right to sell up to two-thirds of such assets back to the Company through December 31, 2003, in exchange for up to 465,116 shares of common stock at $21.50 per share and up to 465,116 warrants to purchase common stock at $0.01 per share (the "Put Rights"). As a result of the contingent nature of the Rail Asset sale, the Company had deferred recognition of two-thirds of the related gain until the Put Rights expired in December 2003, resulting in recognition of the remaining $10 million gain during the year ended December 31, 2003.

20. Quarterly Results of Operations (unaudited)

        Unaudited quarterly financial data is as follows:

	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
	(in thousands except per share data)
2004
Net sales	$	134,780		$	144,788		$	155,742		$	153,030
Gross profit		20,864			22,515			19,386			12,951
Net income available to common shareholders		(10,028	)		(8,559	)		(8,518	)		(18,875	)
Diluted earnings (loss) per share	$	(3.75	)	$	(3.20	)	$	(3.18	)	$	(7.06	)
2003
Net sales	$	104,756		$	112,550		$	111,002		$	111,701
Gross profit		16,969			18,997			18,027			17,085
Net income available to common shareholders		(6,040	)		(4,789	)		(5,636	)		2,197
Diluted earnings (loss) per share	$	(2.43	)	$	(1.86	)	$	(2.11	)	$	0.82
2002
Net sales	$	99,389		$	110,252		$	109,698		$	92,259
Gross profit		17,661			21,495			19,423			12,916
Net income available to common shareholders		(8,189	)		(3,060	)		(3,840	)		(9,685	)
Diluted earnings (loss) per share	$	(3.71	)	$	(1.39	)	$	(1.67	)	$	(4.04	)

21. Related Party Transactions

        The Company is a party to a monitoring agreement with Transportation Investment Partners, L.L.C., Caravelle Advisors Investment Fund, L.L.C., Albion Alliance Mezzanine Fund, L.P. and Albion Alliance Mezzanine Fund II, L.P. (the "Monitors"), under which the Monitors have agreed to provide the Company with ongoing monitoring services in exchange for an annual aggregate monitoring fee of up to $1.25 million (the "original monitoring fee"). The Company has also agreed to pay the Monitors annual aggregate director and observer fees of up to $0.3 million in consideration for the Monitors (and certain of their affiliates) providing their nominee and/or observers to our board of directors and have further agreed to pay Trimaran Fund Management, L.L.C. and Albion Alliance, LLC an additional aggregate annual monitoring fee of $0.3 million (the "additional monitoring fee"). As of December 31, 2004, there were no accrued but unpaid fees owed under the monitoring agreement. As a result of the merger, the monitoring agreement was terminated in January 2005.

F-64

        The fees under the monitoring agreement are permitted to be paid only to the extent permitted under the Company's senior credit facilities and any other financing agreement the Company has entered into. Notwithstanding the foregoing, the monitoring and director fees described above will accrue and be earned on a daily basis and will be payable (including all missed payments) on the first date that such a payment is permitted under the senior credit facilities or applicable financing agreement.

        On January 31, 2005, contingent upon the merger closing, Trimaran Fund Management, L.L.C. was paid a $5.0 million fee for arranging the merger of the Company.

        Through TMB Industries ("TMB"), members of management, including the executive officers, hold ownership interests in, and in certain instances are directors of, privately held companies. These privately held companies pay management fees to TMB, portions of which are distributed to certain executive officers. The Company provides certain administrative services and corporate facilities to TMB and such companies and is reimbursed for the related costs. These costs are recorded as offsets to selling, general and administrative expense. The Company received reimbursements totaling approximately $0.5 million for 2004. The Company's principal stockholders, executive officers and directors, as a group, will be able to influence or control substantially all matters requiring approval by its stockholders, including, without limitation, the election of directors, mergers, consolidations and sales of all or substantially all of the Company's assets.

22. Loan to Named Executive Officer

        On September 10, 1999, pursuant a restated promissory note, the Company lent one of its executive officers $100,000 to be used towards the purchase of his residence. Interest of $6,000 relating to this loan has been forgiven each year and is recognized as additional compensation expense.

F-65

            Shares

Common Stock

PROSPECTUS
            , 2005

Citigroup
Deutsche Bank Securities
UBS Investment Bank

        Until            , 2005 (25 days after the commencement of the offering), all dealers that effect transactions in our common stock, whether or not participating in the offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

(STYLIZED MAP/BACKGROUND WATERMARK)

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

        The following table shows the costs and expenses, other than underwriting discounts, payable in connection with the sale and distribution of the securities being registered. Except as otherwise noted, the registrant will pay all of these amounts. All amounts are estimates except the Securities and Exchange Commission Registration Fee and the NASD filing fee.

Securities and Exchange Commission Registration Fee		$	34,133.00
National Association of Securities Dealers, Inc. Filing Fee		$	29,500.00
New York Stock Exchange Listing Fee			*
Printing Expenses			*
Legal Fees and Expenses			*
Accounting Fees and Expenses			*
Transfer Agent and Registrar Agent Fees			*
Miscellaneous			*
	Total	$	*

*    To be provided by amendment.

Item 14. Indemnification of Directors and Officers.

        Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; and further that a corporation may indemnify such person against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of action or suit by or in the right of the corporation, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any such action describing in this paragraph, suit or proceeding, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.

        Section 102(b)(7) of the Delaware General Corporation Law allows a corporation to include in its certificate of incorporation a provision to eliminate or limit the personal liability of a director of a corporation to the corporation or to any of its stockholders for monetary damages for a breach of

II-1

fiduciary duty as a director, except in the case where the director (1) breaches his duty of loyalty to the corporation or its stockholders, (2) fails to act in good faith, engages in intentional misconduct or knowingly violates a law, (3) authorizes the unlawful payment of a dividend or approves a stock purchase or redemption in violation of Section 174 of the Delaware General Corporation Law or (4) obtains an improper personal benefit. The registrant's Certificate of Incorporation includes a provision which eliminates directors' personal liability to the fullest extent permitted under the Delaware General Corporation Law.

        The Registrant's Restated Bylaws (the "Bylaws") provide that Registrant shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of Registrant, or is or was serving at the request of Registrant as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, and such person acted in good faith (as defined therein) and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had the reasonable cause to believe his or her conduct was unlawful; and that the Registrant may, by action of its board of directors or stockholders, provide indemnification to employees and agents of the Registrant with the same scope and effect as indemnification of directors and officers.

        Section 145 of the Delaware General Corporation Law further provides that a corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the corporation would otherwise have the power to indemnify such person against such liability under Section 145.

        The Bylaws provide that Registrant may purchase and maintain insurance on behalf of any person who is or was a director, officer of the Registrant or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify such person against such liability.

        The Registrant expects to obtain policies of insurance under which, subject to the limitations of such policies, coverage will be provided (1) to its directors and officers against loss arising from claims made by reason of breach of fiduciary duty or other wrongful acts as a director or officer, including claims relating to public securities matters and (2) to the Registrant with respect to payments which may be made by the Registrant to these officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.

        We expect that the form of Underwriting Agreement to be filed as an exhibit hereto will provide for the indemnification of the Registrant, its controlling persons, its directors and certain of its officers by the underwriters and for the indemnification of the underwriters by the Registrant, in each case against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act").

II-2

Item 15. Recent Sales of Unregistered Securities.

        Set forth below are the sales of all securities of the registrant sold by the registrant within the past three years which were not registered under the Securities Act of 1933.

        On January 31, 2005, we completed the sale of $275.0 million in aggregate principal amount of our 8¹/2% Senior Subordinated Notes due 2015 in a private placement transaction. Exemption from registration under the Securities Act was based on Rule 144A and Regulation S under the Securities Act. We offered and sold the notes only (1) to "qualified institutional buyers," as defined in Rule 144A under the Securities Act, or QIBs, in compliance with Rule 144A under the Securities Act and (2) and offers and sales that occurred outside the United States were made to persons other than U.S. persons in offshore transactions meeting the requirements of Rule 903 of Regulation S under the Securities Act.

        On January 31, 2005, in connection with the TTI merger, we issued 13,475.94 shares of common stock to the holders of the preferred and common stock of TTI, plus up to an additional 1,933.17 shares of common stock are issuable to former holders of the preferred and common stock of TTI upon the occurrence of certain events, provided that TTI has achieved certain performance goals. Exemption from registration under the Securities Act was based on Regulation D promulgated under Section 4(2) of the Securities Act.

        During the three-year period ending on December 31, 2004, we have granted options to purchase shares of common stock to employees, directors and consultants under our 1998 Stock Purchase and Option Plan for Employees of Accuride Corporation and Subsidiaries at an exercise price of $1,750 per share. Of the total options granted, 2,410.2 remain outstanding, 6.6 shares of common stock have been issued pursuant to option exercises and 126 shares have been repurchased upon termination of employment. As adjusted to reflect the            stock split, of the options granted,            remain outstanding,            shares of common stock have been issued pursuant to stock bonus awards and option exercises and            shares have been repurchased upon termination of employment. These transactions were effected under Rule 701 or Section 4(2) under the Securities Act.

        On November 29, 2004, we issued 3.4 shares of our common stock pursuant to the exercise of employee stock options. Three of these shares were issued pursuant to an employee stock option for $5,000 per share, and the remainder was issued pursuant to an employee stock option for $1,750 per share. Exemption from registration under the Securities Act was based on the grounds that the issuance was offered and sold pursuant to a compensatory benefit plan within the meaning of Rule 701 of the Securities Act or did not involve a public offering within the meaning of Section 4(2) of the Securities Act.

        On March 8, 2004, we issued options to purchase an aggregate of 272 shares of our common stock to certain members of management. These options vest pro rata over a four-year period and must be exercised within a ten-year period. The exercise price of such options is $1,750 per share. None of these securities were registered under the Securities Act. Such issuances of options to purchase common stock were made pursuant to the 1998 Stock Purchase and Option Plan for Employees of Accuride Corporation and Subsidiaries. Exemption from registration under the Securities Act was based upon the grounds that the issuance of such securities did not involve a public offering within the meaning of Section 4(2) of the Securities Act.

        On September 30, 2003, we issued 3.2 shares of our common stock pursuant to the exercise of an employee stock option for $1,750 per share. Exemption from registration under the Securities Act was based on the grounds that the issuance of such securities did not involve a public offering within the meaning of Section 4(2) of the Securities Act.

        In April 2002, pursuant to our October 2001 offer to eligible employees to exchange certain performance options with an exercise price of $5,000 per share or more, we granted new time options

II-3

to purchase an aggregate of 217.1 shares of common stock under the 1998 Stock Purchase and Option Plan. In addition, in June 2002, we issued additional time options under the 1998 Stock Purchase and Option Plan to members of management to purchase 1,407 shares of common stock. Both the April and June issuances have a per share exercise price of $1,750 and vest ratably over a four-year period. Exemption from registration under the Securities Act was based on the grounds that the issuance of such securities did not involve a public offering within the meaning of Section 4(2) of the Securities Act.

Item 16. Exhibits and Financial Statement Schedules.

(a)

Exhibits

        See Exhibit Index beginning on page II-6 of this registration statement.

(b)

Financial Statement Schedules

        None.

Item 17. Undertakings.

        (a)   The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

        (b)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted against the registrant by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

        (c)   The undersigned registrant hereby undertakes that:

        (1)   For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

        (2)   For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-4

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to the registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Evansville, State of Indiana, on February 23, 2005.

ACCURIDE CORPORATION
By:	/s/  TERRENCE J. KEATING
	Name:	Terrence J. Keating
	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

        We, the undersigned directors and officers of Accuride Corporation, do hereby constitute and appoint Terrence J. Keating and John R. Murphy, and each and any of them, our true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable Accuride Corporation to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

        Pursuant to the requirements of the Securities Act of 1933, this amendment to registration statement on Form S-1 has been signed on February 23, 2005 by the following persons in the capacities indicated.

Signature	Title
/s/  TERRENCE J. KEATING Terrence J. Keating	President and Chief Executive Officer (Principal Executive Officer) and Director
/s/  JOHN R. MURPHY John R. Murphy	Executive Vice President/Finance and Chief Financial Officer (Principal Accounting Officer)
/s/  ANDREW M. WELLER Andrew M. Weller	Executive Vice President/ TTI Operations & Integration and Director
* James H. Greene, Jr.	Director

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* Frederick M. Goltz	Director
* Todd A. Fisher	Director
/s/  JAY R. BLOOM Jay R. Bloom	Director
/s/  MARK D. DALTON Mark D. Dalton	Director

*By:
/s/  TERRENCE J. KEATING Terrence J. Keating
as Attorney-in-Fact

II-6

EXHIBIT INDEX

1.1*	—	Form of Underwriting Agreement dated as of                , 2005 by and among Citigroup Global Markets Inc., Deutsche Bank Securities Inc., UBS Securities LLC, Accuride Corporation and the selling stockholders named in Schedule II thereto.
2.1	—	Agreement and Plan of Merger, dated as of December 24, 2004, by and among Accuride Corporation, Amber Acquisition Corp., Transportation Technologies Industries, Inc., certain signing stockholders and the Company Stockholders Representatives. Previously filed as an exhibit to the Form 8-K filed on December 30, 2004 and incorporated herein by reference.
2.2	—	Stock Subscription and Redemption Agreement, dated as of November 17, 1997, among Accuride Corporation, Hubcap Acquisition L.L.C. and Phelps Dodge Corporation. Previously filed as an exhibit to the Form S-4 effective July 23, 1998 (Reg. No. 333-50239) and incorporated herein by reference.
2.3	—	Amendment to Agreement and Plan of Merger, dated as of January 28, 2005, by and among Accuride Corporation, Amber Acquisition Corp., Transportation Technologies Industries, Inc. certain signing stockholders and the Company Stockholders Representatives. Previously filed as an exhibit to the Form 8-K filed on February 4, 2005 and incorporated herein by reference.
3.1†	—	Certificate of Incorporation, as amended, of Accuride Corporation.
3.2	—	Bylaws of Accuride Corporation. Previously filed as an exhibit to the Form S-4 effective July 23, 1998 (Reg. No. 333-50239) and incorporated herein by reference.
3.3*	—	Amended and Restated Certificate of Incorporation of Accuride Corporation to be effective upon completion of the offering.
3.4*	—	Amended and Restated Bylaws of Accuride Corporation to be effective upon completion of the offering.
4.1†	—	Bond Guaranty Agreement dated as of March 1, 1999 by Bostrom Seating, Inc. in favor of NBD Bank as Trustee.
4.2	—	Indenture, dated as of January 31, 2005, by and among the Registrant, all of the Registrant's direct and indirect Domestic Subsidiaries existing on the Issuance Date and The Bank of New York Trust Company, N.A., with respect to $275.0 million aggregate principal amount of 81/2% Senior Subordinated Notes due 2015. Previously filed as an exhibit to the Form 8-K filed on February 4, 2005 and incorporated herein by reference.
4.3	—	Amended and Restated Registration Rights Agreement dated January 31, 2005 by and among the Registrant and each of the Stockholders (as defined therein). Previously filed as an exhibit to the Form 8-K filed on February 4, 2005 and incorporated herein by reference.
4.4	—	Shareholder Rights Agreement dated January 31, 2005 by and among the Registrant and the Stockholders (as defined therein). Previously filed as an exhibit to the Form 8-K filed on February 4, 2005 and incorporated herein by reference.
5.1*	—	Opinion of Latham & Watkins LLP.
10.1	—	Stockholders' Agreement by and among Accuride Corporation, Phelps Dodge Corporation and Hubcap Acquisition L.L.C. Previously filed as an exhibit to the Form S-4 effective July 23, 1998 (Reg. No. 333-50239) and incorporated herein by reference.
10.2	—	1998 Stock Purchase and Option Plan for Employees of Accuride Corporation and Subsidiaries. Previously filed as an exhibit to the Form S-4 effective July 23, 1998 (Reg. No. 333-50239) and incorporated herein by reference.

II-7

10.3	—	Amendment No. 2 to the 1998 Stock Purchase and Option Plan for Employees of Accuride Corporation and Subsidiaries. Previously filed as an exhibit to the Form 10-Q for the quarterly period ended June 30, 2002 and incorporated herein by reference.
10.4	—	Form of Non-qualified Stock Option Agreement by and between Accuride Corporation and certain employees. Previously filed as an exhibit to the Form S-4 effective July 23, 1998 (Reg. No. 333-50239) and incorporated herein by reference.
10.5	—	Form of Repayment and Stock Pledge Agreement by and between Accuride Corporation and certain employees. Previously filed as an exhibit to the Form S-4 effective July 23, 1998 (Reg. No. 333-50239) and incorporated herein by reference.
10.6	—	Form of Secured Promissory Note in favor of Accuride Corporation. Previously filed as an exhibit to the Form S-4 effective July 23, 1998 (Reg. No. 333-50239) and incorporated herein by reference.
10.7	—	Form of Stockholders' Agreement by and among Accuride Corporation, certain employees and Hubcap Acquisition L.L.C. Previously filed as an exhibit to the Form S-4 effective July 23, 1998 (Reg. No. 333-50239) and incorporated herein by reference.
10.8	—	Form of Severance Agreement by and between Accuride Corporation and certain executives. Previously filed as an exhibit to the Form S-4 effective July 23, 1998 (Reg. No. 333-50239) and incorporated herein by reference.
10.9	—	Lease Agreement, dated November 1, 1988, by and between Kaiser Aluminum & Chemical Corporation and The Bell Company regarding the property in Cuyahoga Falls, Ohio, as amended and extended. Previously filed as an exhibit to the Form S-4 effective July 23, 1998 (Reg. No. 333-50239) and incorporated herein by reference.
10.10†	—	First Amendment to Lease Agreement, dated September 30, 1998, between AKW, L.P. (Accuride Erie) (as successor to Kaiser Aluminum and Chemical Corporation) and Sarum Management (as successor to The Bell Company) regarding the property in Cuyahoga Falls, Ohio.
10.11	—	Second Amendment to Lease Agreement between AKW, L.P. (Accuride Erie) (as successor to Kaiser Aluminum and Chemical Corporation) and Sarum Management (as successor to the Bell Company) regarding the property in Cuyahoga Falls, Ohio. Previously filed as an Exhibit to the Form 10-K filed on March 21, 2003 and incorporated herein by reference.
10.12	—	Third Amendment to Lease Agreement between Accuride Erie L.P. and Sarum Management regarding the property in Cuyahoga Falls, Ohio. Previously filed as an Exhibit to the Form 10-K filed on March 17, 2004 and incorporated herein by reference.
10.13†	—	Lease Agreement, dated October 26, 1998, as amended, by and between Accuride Corporation and Viking Properties, LLC. regarding the Evansville, Indiana office space.
10.14†	—	Amended and Restated Lease Agreement, dated April 1, 1999, between AKW, L.P. and Kaiser Aluminum & Chemical Corporation regarding the property in Erie, Pennsylvania.
10.15	—	Amended and Restated Supplemental Savings Plan, dated January 1, 1998. Previously filed as an exhibit to the Form S-4 effective July 23, 1998 (Reg. No. 333-50239) and incorporated herein by reference.
10.16	—	Amended and Restated Supplemental Savings Plan, dated January 1, 2003. Previously filed as an exhibit to the Form 10-K filed on March 17, 2004 and incorporated herein by reference.
10.17	—	Accuride Executive Retirement Allowance Policy, dated November 2003. Previously filed as an exhibit to the Form 10-K filed on March 17, 2004 and incorporated herein by reference.

II-8

10.18	—	Joint Marketing Agreement between Accuride Corporation and Gianetti Ruote SpA. Previously filed as an exhibit to the Form 10-K filed on March 26, 2001 and incorporated herein by reference.
10.19	—	Technology Cross License Agreement between Accuride Corporation and Gianetti Ruote SpA. Previously filed as an exhibit to the Form 10-K filed on March 26, 2001 and incorporated herein by reference.
10.20	—	Second Amended and Restated Credit Agreement. Previously filed as an exhibit to the Form 10-Q filed on August 9, 2001 and incorporated herein by reference.
10.21	—	Second Amended and Restated Pledge Agreement. Previously filed as an exhibit to the Form 10-Q filed on August 9, 2001 and incorporated herein by reference.
10.22	—	Security Agreement between Accuride Corporation, Accuride Canada, Inc., and Citicorp USA, Inc. Previously filed as an exhibit to the Form 10-Q filed on August 9, 2001 and incorporated herein by reference.
10.23	—	Security Agreement between Accuride Canada, Inc., and Citicorp USA, Inc. Previously filed as an exhibit to the Form 10-Q filed on August 9, 2001 and incorporated herein by reference.
10.24	—	Form of Change-In-Control Agreement (Tier I employees). Previously filed as an exhibit to the Form 10-K filed on March 11, 2002 and incorporated herein by reference.
10.25	—	Form of Change-In-Control Agreement (Tier II employees). Previously filed as an exhibit to the Form 10-K filed on March 11, 2002 and incorporated herein by reference.
10.26	—	Form of Change-In-Control Agreement (Tier III employees). Previously filed as an exhibit to the Form 10-K filed on March 11, 2002 and incorporated herein by reference.
10.27	—	Third Amended and Restated Credit Agreement, dated June 13, 2003. Previously filed as an exhibit to the Form 8-K filed August 11, 2003 and incorporated herein by reference.
10.28	—	Third Amended and Restated Pledge of Shares Agreement, dated June 13, 2003. Previously filed as an exhibit to the Form 10-Q filed August 13, 2003 and incorporated herein by reference.
10.29	—	First Amendment to Third Amended and Restated Credit Agreement, dated December 10, 2003. Previously filed as an Exhibit to the Form 10-K filed on March 17, 2004 and incorporated herein by reference.
10.30†	—	Lease Agreement, dated October 19, 1989, as amended between Accuride Corporation and The Package Company, L.L.C. (as successor in interest to Taylor Land & Co.), regarding the property in Taylor, Michigan.
10.31*	—	2005 Equity Incentive Plan and forms of related agreements.
10.32†	—	Lease Agreement, dated March 1, 1999, by and between the Industrial Development Board of the City of Piedmont and Bostrom Seating, Inc.
10.33†	—	Remarketing Agent Agreement, dated March 1, 1999, among Bostrom Seating, Inc., as User, the Industrial Development Board of the City of Piedmont, as Issuer, and Merchant Capital, L.L.C., as Remarketing Agent.
10.34†	—	Amended and Restated Build to Suit Industrial Lease Agreement, dated March 17, 2000, as amended, by and between Industrial Realty Partners, LLC and Imperial Group, L.P.

II-9

10.35†	—	Lease Agreement, dated August 19, 2003, as amended, by and between Sansome Pacific Properties, Inc. or its lawful assignee (as successor in interest to Bristol Rail Associates, LLC) and Gunite Corporation.
10.36†	—	Lease Agreement, dated August 13, 2002, by and between Fink Management, LLC and Gunite Corporation.
10.37†	—	Standard Industrial Commercial Single-Tenant Lease—Net, dated July 16, 2003, by and between Napa/Livermore Properties, LLC and Fabco Automotive Corporation.
10.38	—	Fourth Amended and Restated Credit Agreement, dated January 31, 2005, by and among the Registrant, Accuride Canada Inc., the banks, financial institutions and other institutional lenders listed on the signature pages thereof, Citibank, N.A., Citicorp USA, Inc., Citigroup Global Markets Inc., Lehman Brothers Inc., Lehman Commercial Paper Inc., and UBS Securities LLC. Previously filed as an exhibit to the Form 8-K filed on February 4, 2005 and incorporated herein by reference.
10.39	—	Amended and Restated Guarantee and Collateral Agreement, dated January 31, 2005, made by the Registrant and certain of its subsidiaries in favor of Citicorp USA, Inc. as administrative agent. Previously filed as an exhibit to the Form 8-K filed on February 4, 2005 and incorporated herein by reference.
10.40†	—	Management Services Agreement, dated January 31, 2005, among Accuride Corporation, Kohlberg Kravis Roberts & Co. L.P. and Trimaran Fund Management L.L.C.
10.41†	—	Employment Agreement, dated January 31, 2005, between Accuride Corporation and James Cirar.
10.42†	—	Employment Agreement, dated January 31, 2005, between Accuride Corporation and Andrew M. Weller.
10.43†	—	Employment Agreement, dated January 31, 2005, between Accuride Corporation and Donald C. Mueller.
14.1	—	Accuride Code of Conduct. Previously filed as an exhibit to the Form 10-K filed on March 17, 2004 and incorporated herein by reference.
21.1*	—	Subsidiaries of the Registrant.
23.1†	—	Consent of Deloitte & Touche LLP.
23.2†	—	Consent of Deloitte & Touche LLP.
23.3*	—	Consent of Latham & Watkins LLP (included in Exhibit 5.1).
24.1	—	Power of Attorney (included in the signature pages to the Registration Statement).

†

Filed herewith.

*

To be filed by amendment.

II-10

QuickLinks

TABLE OF CONTENTS
PROSPECTUS SUMMARY
Risks Related to Our Business
THE OFFERING
ABOUT THIS PROSPECTUS
MARKET AND INDUSTRY DATA
SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL AND OTHER DATA
RISK FACTORS
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
TTI MERGER
USE OF PROCEEDS
DIVIDEND POLICY
CAPITALIZATION
DILUTION
PRO FORMA CONSOLIDATED FINANCIAL DATA
Unaudited Pro Forma Consolidated Balance Sheet As of December 31, 2004
Unaudited Pro Forma Consolidated Statement of Income Year Ended December 31, 2004
SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA OF ACCURIDE
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
INDUSTRY
BUSINESS
2004 Pro Forma Net Sales Breakdown
MANAGEMENT
Summary Compensation Table
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End Option/SAR Values
PRINCIPAL STOCKHOLDERS AND SELLING STOCKHOLDERS
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
DESCRIPTION OF CERTAIN INDEBTEDNESS
DESCRIPTION OF CAPITAL STOCK
SHARES ELIGIBLE FOR FUTURE SALE
MATERIAL U.S. FEDERAL INCOME AND ESTATE TAX CONSEQUENCES FOR NON-U.S. HOLDERS
UNDERWRITING
NOTICE TO CANADIAN RESIDENTS
LEGAL MATTERS
EXPERTS
WHERE YOU CAN FIND ADDITIONAL INFORMATION
ACCURIDE CORPORATION INDEX TO FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ACCURIDE CORPORATION CONSOLIDATED BALANCE SHEETS
ACCURIDE CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS
ACCURIDE CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY) (Dollars in thousands)
ACCURIDE CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS
ACCURIDE CORPORATION For the years ended December 31, 2002, 2003, and 2004 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except share and per share data)
TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC. INDEX TO FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC. CONSOLIDATED BALANCE SHEETS
TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS
TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS
TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND OTHER COMPREHENSIVE LOSS
TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY AND OTHER COMPREHENSIVE LOSS (Continued)
TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(STYLIZED MAP/BACKGROUND WATERMARK)
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
EXHIBIT INDEX

EX-3.1

Exhibit 3.1

CERTIFICATE OF INCORPORATION

OF

UNITED STATES WHEEL CORP.

1.             The name of the corporation is:

UNITED STATES WHEEL CORP.

2.             The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle.  The name of its registered agent at such address is The Corporation Trust Company.

3.             The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4.             The total number of shares of common stock which the corporation shall have authority to issue is One Thousand (1,000) and the par value of each of such shares is One Cent ($.01) amounting in the aggregate to Ten Dollars ($10.00).

5.             The board of directors is authorized to make, alter or repeal the by-laws of the corporation.  Election of directors need not be by written ballot.

6.             The name and mailing address of the incorporator is:

                V. A. Brookens

                Corporation Trust Center

                1209 Orange Street

                Wilmington, Delaware  19801

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 14th day of November, 1986.

/s/ V. A. Brookens

V. A. Brookens

CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
BEFORE PAYMENT OF CAPITAL OF
UNITED STATES WHEEL CORP.

Adopted in accordance with the
provisions of Section 241 of the
General Corporation Law of
the State of Delaware

I, V. A. Brookens, the sole incorporator of United States Wheel Corp., a corporation organized and existing under the laws of the State of Delaware, do hereby certify as follows:

FIRST:  That the Certificate of Incorporation of the corporation is hereby amended by-striking out Paragraph 1 in its entirety and substituting in lieu thereof a new Paragraph 1 as follows:

“1.The name of the corporation is Accuride Corporation.”

That the Certificate of Incorporation of the Corporation is hereby further amended by creating a new Paragraph 7 as follows:

“7.           To the fullest extent permitted by the General Corporation Law of the State of Delaware as it now exists or may hereafter be amended, no director of the corporation shall be liable to the corporation or its stockholders for monetary damages arising from a breach of fiduciary duty owed to the corporation or its stockholders.

Any repeal or modification of the foregoing paragraph by the stockholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.”

SECOND:  That the corporation has not received any payment for any of its stock.

THIRD:  That the foregoing amendments have been duly adopted, pursuant to the provisions of Section 241 of the General Corporation Law of the State of Delaware, by the sole incorporator, no directors having been named in the Certificate of Incorporation and no directors having been elected.

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IN WITNESS WHEREOF, I have signed this Certificate of Amendment of Certificate of incorporation as of the 9th day of December, 1986.

/s/ V. A. Brookens

V. A. Brookens,

Sole Incorporator

3

CERTIFICATE OF CORRECTION
TO THE CERTIFICATE OF
AMENDMENT OF ACCURIDE CORPORATION

(Filed to correct a certain error
as filed in the office of the
Secretary of State of Delaware on
December 9, 1986)

Mitt Romney and Geoffrey S. Rehnert, being a majority of the directors of Accuride Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (“the Corporation”), pursuant to Section 103(f) of the General Corporation Law, do hereby certify as follows:

1.             That the Certificate of Amendment to Certificate of Incorporation of Accuride Corporation as filed on December 9, 1986 with the Delaware Secretary of State was an inaccurate record of the corporate action taken therein and requires correction.

2.             That the Certificate of Amendment inaccurately stated no directors of the Corporation were elected, pursuant to Section 241 of the General Corporation Law of the State of Delaware.

3.             That the Certificate of Amendment of the Corporation is hereby rescinded.

4.             That the directors of the Corporation attach a corrected Certificate of Amendment to Certificate of Incorporation setting forth an accurate record of the corporate action.

IN WITNESS WHEREOF, said Accuride Corporation has caused this Certificate to be signed by a majority of its directors this 11th day of December, 1986.

ACCURIDE CORPORATION

/s/ Mitt Romney

Mitt Romney, Director

/s/ Geoffrey S. Rehnert

Geoffrey S. Rehnert, Director

4

CERTIFICATE OF AMENDMENT
TO CERTIFICATE OF INCORPORATION
BEFORE PAYMENT OF CAPITAL
OF
UNITED STATES WHEEL CORP.

The undersigned, being a majority of the Board of Directors of United States Wheel Corp., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), do hereby certify as follows:

FIRST:  That the Corporation has not received any payment for any of its stock.

SECOND:  That the sole incorporator elected a board of directors.

THIRD:  That the directors of the corporation amended the Certificate of Incorporation by deleting Paragraph 1 thereof in its entirety and inserting in its place Paragraph 1 as follows:

“1The name of the corporation is: Accuride Corporation.”

That the directors of the Corporation further amend the Certificate of incorporation by creating a new Paragraph 7 as follows:

“7.           To the fullest extent permitted by the General Corporation Law of the State of Delaware as it now exists or may hereafter be amended, no director of the corporation shall be liable to the corporation or its stockholders for monetary damages arising from a breach of fiduciary duty owed to the corporation or its stockholders.

Any repeal or modification of the foregoing paragraph by the stockholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.”

FOURTH:  That the foregoing amendments were duly adopted by written consent signed by the directors of the corporation in accordance with Sections 141(f) and 241 of the General Corporation Law of the State of Delaware.

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IN WITNESS WHEREOF United States Wheel Corp. has caused this Certificate of Amendment to be signed by Mitt Romney and Geoffrey S. Rehnert, a majority of its directors, this 9th day of December, 1986.

/s/ Mitt Romney

Mitt Romney

/s/ Geoffrey S. Rehnert

Geoffrey S. Rehnert

6

CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION OF
ACCURIDE CORPORATION

It is hereby certified that:

1.             The name of the corporation is Accuride Corporation (the “Corporation”) and the original Certificate of Incorporation of the Corporation was filed with the Secretary of state of Delaware on November 14, 1986, and that a Certificate of Amendment of Certificate of Incorporation Before Payment of Capital of the Corporation was filed with the Secretary of State of Delaware on December 9, 1986, and that a Certificate of Correction to the Certificate of Amendment of the Corporation was filed with the Secretary of State of Delaware on December 12, 1986, and that a Certificate of Ownership and Merger of the Corporation was filed with the Secretary of State of Delaware on December 27, 1989.

2.             The Certificate of Incorporation of the Corporation, as amended, is hereby amended by striking out Paragraph 4 thereof and by substituting in lieu of said Paragraph the following new Paragraph:

4.             The corporation shall have authority to issue two classes of stock to be designated, respectively, “Preferred Stock” and “Common Stock.”  The total number of shares which the corporation shall have authority to issue is Fifty Thousand (50,000) shares.  Forty Five Thousand (45,000) shall be Common Stock and Five Thousand (5,000) shall be Preferred Stock, each with par value of $0.01 per share.

3.             The amendment of the Certificate of Incorporation herein has been duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, Accuride Corporation has caused this certificate to be signed by William P. Greubel, its President, as of January 21, 1998.

By:	/s/ William P. Greubel
	William P. Greubel,
	President

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CERTIFICATE OF AMENDMENT OF
THE CERTIFICATE OF INCORPORATION OF
ACCURIDE CORPORATION

It is hereby certified that:

1.             The name of the corporation is Accuride Corporation (the “Corporation”) and the original Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on November 14, 1986, and that a Certificate of Amendment of Certificate of Incorporation Before Payment of Capital of the Corporation was filed with the Secretary of State of Delaware on December 9, 1986, and that a Certificate of Correction to the Certificate of Amendment of the Corporation was filed with the Secretary of State of Delaware on December 12, 1986, and that a Certificate of Ownership and Merger of the Corporation was filed with the Secretary of State of Delaware on December 27, 1989, and that a Certificate of Amendment of the Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on January 21, 1998.

2.             The Certificate of Incorporation of the Corporation, as amended, is hereby amended by striking out Paragraph 4 thereof and by substituting in lieu of said Paragraph the following new Paragraph:

4.             The corporation shall have authority to issue two classes of stock to be designated, respectively, “Preferred Stock” and “Common Stock.”  The total number of shares which the corporation shall have authority to issue is Seventy Thousand (70,000) shares.  Sixty-Five Thousand (65,000) shall be Common Stock and Five Thousand (5,000) shall be Preferred Stock, each with par value of $0.01 per share.

3.             The amendment of the Certificate of Incorporation herein has been duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, Accuride Corporation has caused this certificate to be signed by Terrence J. Keating, its President and Chief Executive Officer, as of December 23, 2004.

By:	/s/ Terrence J. Keating
	Terrence J. Keating,
	President and Chief Executive Officer

8

EX-4.1

Exhibit 4.1

BOND GUARANTY AGREEMENT

Dated March 1, 1999

by

BOSTROM SEATING, INC.

in favor of

NBD BANK
As Trustee

BOND GUARANTY AGREEMENT

THIS BOND GUARANTY AGREEMENT dated March 1, 1999 is entered into by BOSTROM SEATING, INC.(herein collectively the “Guarantor”) for the benefit of NBD BANK, a banking corporation with its principal place of business in Detroit, Michigan (the “Trustee”), as trustee under the Indenture referred to below.

Recitals

The Industrial Development Board of the City of Piedmont (the “Issuer”) has duly authorized the creation, execution and delivery, under and pursuant to that certain Trust Indenture dated March 1, 1999 (the “Indenture”) from the Issuer to the Trustee, $3,100,000 aggregate principal amount of Variable/Fixed Rate Industrial Development Revenue Bonds (Bostrom Seating, Inc. Project) dated the date of delivery (the “Bonds”).

The proceeds of the Bonds shall be applied by the Issuer to pay the costs of acquiring, constructing and installing buildings, structures, facilities and related machinery and equipment on certain realty heretofore acquired by the Issuer for use in the manufacturing, processing, assembling, storing and distribution of seats for heavy trucks and buses and related products (said real estate, buildings, structures, facilities, machinery, equipment and related personal property being hereinafter collectively referred to as the “Project”).

Simultaneously with the issuance of the Bonds, the Issuer and Bostrom Seating, Inc., a Delaware corporation (the “Guarantor”) will enter into a Lease Agreement dated March 1, 1999 (the “Lease Agreement”), whereby the Issuer will agree to lease the Project to the Guarantor and the Guarantor will agree to pay rentals to the Issuer at such times and in such amounts as shall be sufficient to pay when due the principal of, premium (if any) and interest (“Debt Service”) on the Bonds and the purchase price of Bonds tendered for purchase pursuant to the mandatory or optional tender provisions of the Indenture.

The Bonds shall be limited obligations of the Issuer payable solely out of the rentals payable by the Guarantor pursuant to the Lease Agreement and any other revenues, rentals or receipts derived by the Issuer from the leasing or sale of the Project (the “Lease Revenues”).

As additional security for the payment of Debt Service on the Bonds, the Guarantor will enter into this Bond Guaranty Agreement dated March 1, 1999 (the “Bond Guaranty”) in favor of the Trustee, whereby the Guarantor will guarantee payment when due of Debt Service on the Bonds.

As additional security for the payment of the Bonds, the Guarantor will cause Chase Manhattan Bank Delaware (in its capacity as issuer of the initial letter of credit referred to below, the “Credit Obligor”) to issue an irrevocable letter of credit in favor of the Trustee in the amount of (i) the aggregate principal amount of the Bonds, to enable the Trustee to pay the principal amount of the Bonds when due and to pay the principal portion of the purchase price of Bonds tendered (or deemed tendered)

for purchase, plus (ii) interest on the Bonds for a period of 56 days at the rate of 12% per annum, to enable the Trustee to pay interest on the Bonds when due and to pay the interest portion of the purchase price of Bonds tendered (or deemed tendered) for purchase.  The initial letter of credit to be delivered to the Trustee and any substitute letter of credit delivered to the Trustee pursuant to this Indenture are herein referred to as the “Letter of Credit”.

The Letter of Credit is initially issued pursuant to various credit, guaranty and security agreements among the Credit Obligor, the Issuer, the User, and persons related to the User, which evidence, guarantee or provide security for the obligations of the User to reimburse the Credit Obligor for draws under the Letter of Credit and the observance and performance of various agreements of the User related thereto (collectively the “Credit Documents”).

NOW, THEREFORE, for and in consideration of the premises, the consummation by the Issuer and the Trustee of the transactions contemplated by the Indenture and the Lease Agreement and the purchase of the Bonds by all Holders thereof, the Guarantor hereby covenants, agrees and binds itself as follows:

ARTICLE I

Provisions of General Application

SECTION 1.01Definitions

For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

“Beneficial Owners” shall mean the owners of the beneficial interests in the Bonds.

“Code” means the Internal Revenue Code of 1986, as amended.

“Default” shall mean an event or condition the occurrence of which would, with or without the lapse of time or the giving of notice or both, be an Event of Default.

“Event of Default” shall mean an event as defined in Article VI.

“Financing Documents” shall mean collectively the Indenture, the Lease Agreement, the Bond Guaranty Agreement, the Credit Documents, and the Remarketing Agreement (as defined in the Indenture).

“Financing Participants” shall mean the parties to the Financing Documents.

“Holder” means the Beneficial Owners of any of the Bonds or a former Beneficial Owner of any of the Bonds entitled to enforce any rights hereunder.

“Lien” shall mean any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on the common law, statute or contract, and including but not limited to the security interest or lien arising from a mortgage, encumbrance, pledge, conditional sale or trust receipt or a lease assignment or bailment for security purposes.  For the purposes of this Agreement, the Guarantor shall be

2

deemed to be the owner of any Property which it shall have acquired or holds or hold subject to a conditional sale agreement, financing lease or other arrangement pursuant to which title to the Property has been retained by or vested in some other person for security purposes.

“Material Adverse Effect” shall mean any act or circumstance or event which
(i) causes an Event of Default or Default, (ii) otherwise might be material and adverse to the financial condition or business operations of the Guarantor or (iii) would adversely affect the validity or enforceability of any of the papers executed in connection with the Bonds.

“Person” shall mean and include an individual, a partnership, a joint venture, a corporation, an association, a trust, an unincorporated organization and a government or any department, agency or political subdivision thereof.

“Property” shall mean any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

“Tribunal” shall mean any state, commonwealth, federal, foreign, district, territorial, or other court or governmental department, board, bureau, agency or instrumentality having jurisdiction over Guarantor.

SECTION 1.02Accounting Principles

Where the character or amount of any asset or liability or item of income or expense is required to be determined is required to be made for the purposes of this Agreement, this shall be done in accordance with the system of accounting used by Guarantor in preparation of its federal income tax returns.  The User shall maintain books and records in accordance with generally accepted accounting principles (“GAAP”) consistently applied.

SECTION 1.03Action Taken Directly or Indirectly

Where any provision in this Agreement refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

SECTION 1.04Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama.

SECTION 1.05General Rules of Construction

(1)           Capitalized terms used herein without definition shall have the meaning assigned to them in the Indenture.

(2)           Singular terms shall include the plural as well as the singular, and vice versa.

3

(3)           All references in this instrument to designated “Articles”, “Sections” and other subdivisions are to the designated Articles, Sections and subdivisions of this instrument as originally executed.

(4)           The terms “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision.

SECTION 1.06Effect of Headings and Table of Contents

The Article and Section headings herein and in the Table of Contents are for convenience only and shall not affect the construction hereof.

ARTICLE II

Guaranty

SECTION 2.01Guaranty of Payment of Bond

(a)           The Guarantor hereby absolutely and unconditionally guarantees (i) the punctual payment when due (whether at stated maturity, by acceleration or call for redemption or otherwise), in lawful money of the United States of America, of any and all sums which may become due at any time or from time to time to each Holder as Debt Service on the Bonds, including interest on any past due amounts of Debt Service (but without regard to any provision set forth in the Bonds or the Indenture limiting the sources of payment of amounts becoming due on the Bonds), (ii) the full and prompt payment of all costs and expenses, including court costs and reasonable attorneys’ fees, incurred by the Trustee or any Holder in attempting to collect or enforce any such obligations), and (iii) the prompt payment of all other amounts payable by the Issuer under the Indenture.  If a Holder or the Trustee shall fail to receive any such payment when due as aforesaid, the Guarantor shall immediately pay to the Holder or the Trustee, as appropriate, in lawful money of the United States of America, an amount equal to the required payment; provided, anything herein to the contrary notwithstanding, there shall be credited against any amounts owing to the Holders hereunder all amounts theretofore paid to the Trustee by the Guarantor pursuant to any of the Financing Documents with respect to the Bonds held by such Holders.

(b)           The guaranty set forth in this Section is an absolute and irrevocable guaranty of payment and not of collectibility or performance and is in no way conditioned or contingent upon any attempt to collect from the Issuer or any other Person or to realize upon any Property subject to the Lien of the Indenture or upon any other direct or indirect security for the Bonds, or to resort to any other remedies.

(c)           Each default in payment of Debt Service shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises.

(d)           The Guarantor hereby waives all of the following and all defenses, counterclaims, or offsets which the Guarantor may have by reason thereof:  (1) notice of acceptance hereof, notice of any action taken or omitted in reliance hereon, notice of any defaults by the Is-

4

suer in the payment of any such sums, and notice of the creation, renewal, or accrual of any liability of the Issuer, (2) any presentment, demand, notice or protest of any kind, (3) any right (i) to have the Issuer joined with the Guarantor in any suit brought against the Guarantor on this Agreement, (ii) to require the Trustee or a Holder to forthwith bring suit against the Issuer on the Bonds, and (iii) to require that the Trustee or a Holder obtain any judgment against the Issuer on the Bonds in connection with the enforcement of any rights against the Guarantor hereunder, and (4) any other act or thing (including without limitation alteration of the Bonds, Letter of Credit or the Financing Documents or debt evidenced thereby or security therefor), or omission or delay to do any other act or thing which may, by operation of law or otherwise, in any manner or to any extent vary the risk of the Guarantor or which might otherwise operate as a discharge of the Guarantor.

(e)           The guaranty set forth in this Section shall remain in full force and effect without reference to future changes in conditions, including, to the extent permitted by applicable law, changes in law, until all Holders shall have been indefeasibly paid in full all sums due under the terms and provisions of the Bonds and the Lease Agreement notwithstanding any terms or provisions contained in the Bonds (including any discharge or termination of the Indenture as a result of deposits being made with the Trustee), and until such sums are not subject to rescission or repayment upon any bankruptcy, insolvency, arrangement, reorganization, moratorium, receivership or similar proceeding affecting the Issuer or the Guarantor.

SECTION 2.02Indemnification Against Invalidity

(a)           If, at any time and for any reason whatsoever, an Adjudication of Invalidity (as defined hereinafter) shall have been made, the Guarantor hereby agrees to indemnify and save the Holders harmless from the consequences of such an event by purchasing the Bonds at a price equal to the outstanding principal amount thereof plus interest accrued thereon to the date of the purchase.  A purchase will be made within thirty days after receipt by the Guarantor of a written request from a Holder, which written request shall specify that an Adjudication of Invalidity has occurred.  The Guarantor shall be obligated to make such purchase without the necessity of any showings or proofs on the part of a Holder that such Holder has suffered any losses or damages (such losses and damages being conclusively presumed upon the occurrence of an Adjudication of Invalidity).  The term “Adjudication of Invalidity” shall mean either (i) a final, unappealable adjudication by any court of competent jurisdiction, binding upon the Guarantor or the Issuer (or any of them), or if not binding upon the Guarantor or the Issuer (or any of them), applicable to the Bonds in the unqualified Opinion of Bond Counsel satisfactory to the Trustee, such opinion being in form and substance reasonably satisfactory to the Guarantor, that, under the constitution or general laws of the State of Alabama, the Issuer or the Trustee or the Credit Obligor lacked authority to do any one or more of the following at the time any one of the following was done:  (a) issue the Bonds, (b) enter into the Indenture, (c) issue the Letter of Credit, or (d) enter into the Lease Agreement; or (ii) a final, unappealable adjudication by any such court that the Bonds (or, on a ground applicable to the Bonds, that any other obligations) are otherwise invalid for any other reason whatsoever, including, without limitation, any invalidity or irregularity in any statutory, judicial or other proceedings relating to the formation or existence of the Issuer, relating to the issuance of the Bonds or the Letter of Credit or relating to the execution and delivery of any of the Financing Documents.  The obligation to purchase the Bonds in the event of an Adjudication of Invalidity shall apply even though the Bonds or a part thereof may have

5

been called for redemption and shall apply even after the date set for redemption if the Bonds shall not yet have been redeemed.  The Guarantor shall give or cause to be given at their expense to the Trustee prompt written notice of any Adjudication of Invalidity of which the Guarantor may become aware, and the Trustee shall give written notice of such Adjudication of Invalidity to the Holders.

(b)           No purchase of the Bonds by the Guarantor pursuant to this Section shall relieve the Guarantor of its obligation to pay Basic Rental Payments upon the occurrence of a Determination of Taxability.

(c)           Whether or not there is an Adjudication of Invalidity and in addition to the foregoing, the Guarantor hereby agrees to indemnify and save each Holder and the Trustee harmless from and against all damage, loss, cost or expense (including reasonable attorneys’ fees) which any Holder or the Trustee may incur or be subject to as a consequence, direct or indirect, of (1) such Adjudication of Invalidity, (2) any breach by the Guarantor or the Issuer (or any of them) of any representation, warranty, covenant, term or condition in, or the occurrence of any default or any Event of Default under any Financing Document, the Letter of Credit, or the Bonds, together with all reasonable expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default or Event of Default, (3) any legal action commenced to challenge the validity of any of the Financing Documents, the Letter of Credit or the Bonds, and (4) any other cause relating to any of the Financing Documents, the Letter of Credit or the Bonds.  The Guarantor shall be obligated to make the payments described in this paragraph only after receipt from a Holder of written notice requesting that such payments be made, identifying the reason for such payments and specifying the amounts to be paid.  The Guarantor shall make such payments to the Holder within thirty days after receipt of such notice.

(d)           The obligations of the Guarantor under this Section constitute original undertakings on the part of the Guarantor, are not collateral to the obligations of the Issuer or any other person or entity with respect to the Bonds, and are independent, separate and apart from the guaranty obligations of the Guarantor set forth under Section 2.01.

SECTION 2.03Character of Obligations Hereunder

(a)           All obligations of the Guarantor under this Agreement are unconditional, primary, absolute and irrevocable under any and all circumstances.  Without limiting the generality of the foregoing, to the fullest extent permitted under applicable law, the obligations of the Guarantor hereunder shall not be subject to or impaired by:

(i)      any inability or failure on the part of any party thereto to perform or comply with the Letter of Credit, the Financing Documents or the Bonds;

(ii)     any invalidity or irregularity in any statutory or other proceedings relating to the formation or existence of the Issuer, to the issuance of the Bonds or to the execution and delivery of any Financing Document;

(iii)    any invalidity or unenforceability of, or any impairment, modification or release of liability of any party under, or any impossibility, impracticability, illegality or frustration of performance by any party of, the Letter of Credit, the Financing Documents

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or the Bonds, for any reason whatsoever, including, without limitation, any decision by any court invalidating or otherwise affecting the obligations of any party under or in connection with the Letter of Credit, the Financing Documents or the Bonds;

(iv)          any inability or failure on the part of the Guarantor to perform or comply with the Lease Agreement;

(v)           any invalidity or unenforceability of, or any impairment, modification or release of liability of the Guarantor under, or any impossibility, impracticability, illegality or frustration of performance by the Guarantor of this Agreement;

(vi)          the voluntary or involuntary liquidation, dissolution, merger, consolidation, sale or other disposition of all or substantially all of the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, moratorium, arrangement, composition with creditors or readjustment of debt of, or other similar proceedings affecting, the Issuer (including any payments to be received by the Issuer under the Lease Agreement in connection with any of the aforementioned proceedings or events), the Credit Obligor or the Guarantor;

(vii)         any waiver, consent, extension, indulgence or other action or inaction in respect of the Letter of Credit, any Financing Document, or the Bonds, including any modification, amendment or supplement to any of the foregoing, the renewal or extension of the Bonds, the release of any Property subject to the Lien of the Indenture or the Lease Agreement or any other similar act;

(viii)        any right of setoff, counterclaim or defense, or any act, omission or breach on the part of the Issuer, the Credit Obligor or the Guarantor;

(ix)           any claim whatsoever against the Issuer;

(x)            any defect in the title, compliance with specifications, value, condition, design, operation, merchantability, quality, durability or suitability of, consequences of use or misuse of, or unfitness for use of, the Project or any part thereof, any abandonment, destruction, noncompletion, requisition, condemnation, foreclosure of or damage to the Project or any part thereof, or any event of force majeure relating to the Project or any part thereof;

(xi)           any breach of any representation or warranty relating to the Bonds or the Project;

(xii)          any release, extinguishment or satisfaction of the Issuer’s obligations to make payments of Debt Service until there have been paid to the Trustee or the Holders in lawful currency of the United States an amount sufficient to pay all Debt Service (including interest on overdue amounts of Debt Service including, to the extent permitted by applicable law, interest) that would have been due and owing to the Holders by the Issuer had the Issuer’s obligations not been so released, extinguished or satisfied;

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(xiii)         the failure to give notice to the Guarantor of the occurrence of any default or event of default under the Bonds, the Letter of Credit or the Financing Documents;

(xiv)        the compromise, settlement, release or termination of any or all of the obligations, covenants or agreements of any of the parties to any of the Financing Documents (the “Financing Participants”) under the Bonds, the Letter of Credit or the Financing Documents;

(xv)         any assignment, pledge or mortgage of all or any part of the interest of any of the Financing Participants in the Project or the Trust Estate;

(xvi)        any waiver of the payment, performance or observance by any of the Financing Participants of any obligation, agreement or covenant of any of them contained in the Bonds, the Letter of Credit or the Financing Documents;

(xvii)       the extension of the time for payment of Debt Service on the Bonds or any part thereof or of the time for performance of any other obligations, agreements or covenants of any of the Financing Participants under the Bonds, the Letter of Credit or the Financing Documents;

(xviii)      the modification or amendment (whether material or otherwise) of any obligation, agreement or covenant contained in the Bonds, the Letter of Credit or the Financing Documents;

(xix)         any failure, omission, or delay on the part of any of the Financing Participants to enforce, assert or exercise any right, power or remedy conferred upon any of them by the Bonds, the Letter of Credit or the Financing Documents;

(xx)          the bankruptcy, insolvency, reorganization, appointment of a receiver for, or dissolution of any of the Financing Participants, or the entering by any or all of them into an agreement of composition with creditors, or the making by any or all of them of an assignment for the benefit of creditors;

(xxi)         any rights of set-off, recoupment, counterclaim or other defense, whether similar or dissimilar to the foregoing, which the Guarantor might otherwise have against any of the Financing Participants or any other person;

(xxii)        the default or failure of any one or more of the Financing Participants to perform fully any obligation, covenant or agreement contained in the Bonds, the Letter of Credit or the Financing Documents;

(xxiii)       the release or discharge of any one or more of the Financing Participants by operation of law, to the extent that such release or discharge may be lawfully avoided, from the performance or observance of any agreement or covenant contained in the Bonds, the Letter of Credit or the Financing Documents;

(xxiv)       the invalidity or unenforceability of the Bonds, the Letter of Credit or the Financing Documents or of any provision of such instruments.

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(b)           The Guarantor acknowledges that this Agreement is executed for the benefit of the Holders and the Trustee and that the Bonds will be purchased in reliance on this Agreement.  No act of commission or omission of any kind at any time on the part of the Trustee or any Holder in respect of any matter whatsoever shall in any way affect or impair any right, power or benefit of the Trustee, or any Holder under this Agreement and, to the extent permitted by applicable law, no setoff, claim, reduction, diminution of any obligation, or any defense of any kind or nature which the Guarantor may have against the Trustee or any Holder, shall be available against the Trustee or any Holder in any suit or action brought by the Trustee or any Holder to enforce any right, power or benefit under this Agreement.  Any conflict or ambiguity between this Agreement and the other Financing Documents shall be interpreted and determined in the manner most favorable to the Trustee and the Holders.

ARTICLE III

Determination of Taxability

SECTION 3.01Payments by the Guarantor

In connection with a Determination of Taxability, the Guarantor agrees to pay, in addition to the amounts specified in the Bonds and in the Lease Agreement, the reasonable fees and expenses of the Trustee incurred in connection therewith.

SECTION 3.02No Obligation to Contest or Appeal

No Holder shall have any duty to make any contest of such a Determination of Taxability or to pursue any appeal of, or have any communication with the Internal Revenue Service concerning, such Determination of Taxability.

ARTICLE IV

Business Covenants

SECTION 4.01Affirmative Covenants

The Guarantor covenants that so long as this Agreement is in effect, the Guarantor shall

(a)           Existence; Properties, Etc.  (i)  Do or cause to be done all things necessary to preserve and keep in full force and effect the legal existence of the Guarantor and all privileges, rights and franchises and comply with all laws where failure to so comply would have a Material Adverse Effect; (ii) at all times maintain, preserve and protect all of its property used or useful in the conduct of its business where the failure to so maintain, preserve and protect would have a Material Adverse Effect, and keep the same in good repair, working order and condition, and from time to time make, or cause to be made, all necessary and proper repairs, renewals and replacements, betterments and improvements thereto so that (a) the business carried on in connection therewith may be properly and advantageously conducted at all times and (b) the failure to so repair or replace would not have a Material Adverse Effect; (iii) at all times keep its insurable properties adequately insured and maintain, where the failure to so keep and maintain would

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have a Material Adverse Effect, (a) insurance to such extent and against such risks, including fire, as is customary with companies in the same or similar business, (b) necessary worker’s compensation insurance, and (c) such other insurance as may be required by law or as may be reasonably required in writing by the Trustee; and (iv) cause the Credit Obligor to be named as loss payee on each of said policies relating to the Project.

(b)           Payment of Indebtedness, Taxes, etc.  (i)  Pay all of its indebtedness and obligations promptly and in accordance with normal terms where failure to pay would have a Material Adverse Effect, and (ii) pay and discharge or cause to be paid or discharged promptly all taxes, assessments and governmental charges or levies imposed upon it or upon its income and profits, or upon any of its Property, real, personal or mixed, or upon any part thereof, before the same shall become in default, as well as all lawful claims for labor, materials and supplies or otherwise, which, if unpaid, might become a lien upon such properties or any part thereof where failure to pay would have a Material Adverse Effect; provided, however, that the Guarantor shall not be required to pay and discharge any such tax, assessment, charge, levy or claim so long as the validity thereof shall be contested in good faith by appropriate proceedings and the Guarantor shall have set aside on its books adequate reserves with respect to any such tax, assessment, charge, levy or claim so contested.

(c)           Further Assurances.  On request of the Trustee, promptly correct any defect, error or omission which may be discovered in the contents of any of the papers executed in connection with the Bonds or in the execution or acknowledgement thereof, and execute, acknowledge and deliver such further instruments and do such further acts as may be necessary or as may be requested by the Trustee to carry out more effectively the purposes of this Agreement and the papers executed in connection with the Bonds.

SECTION 4.02Information as to Guarantor

Financial and Business Information.  The Guarantor shall deliver to the Trustee:

(a)           Notice of Default or Event of Default.  Immediately upon becoming aware of the existence of any condition or event which constitutes a default or an event of default under any Financing Document, a written notice specifying the nature and period of existence thereof and what action the Guarantor is taking or proposes to take with respect thereto;

(b)           Notice of Claimed Default.  Immediately upon becoming aware that a Holder or the holder of any evidence of indebtedness or other security of the Guarantor has given notice or taken any other action with respect to a claimed default or event of default thereunder which would cause a default or event of default which would have a Material Adverse Effect, a written notice specifying the notice given or action taken by such holder and the nature of the claimed default or event of default and what action the Guarantor is taking or proposes to take with respect thereto;

(c)           Requested Information and Audits.  With reasonable promptness, such financial and other data and information as from time to time may be reasonably requested;

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(d)           Notice of Litigation.  Immediately upon becoming aware of the existence of any proceedings before any Tribunal involving the Guarantor which involves the probability of any final judgment or liability against such Guarantor in an amount which would have a Material Adverse Effect, a written notice specifying the nature thereof and what action such Guarantor is taking and proposes to take with respect thereto; and

(e)           Notice from Regulatory Agencies.  Promptly upon receipt thereof, information with respect to and copies of any notices received from federal or state regulatory agencies or any Tribunal relating to an order, ruling, statute or other law or information which might have a Material Adverse Effect on the franchises, permits, licenses, or rights, or the condition, financial or otherwise, of the Guarantor.

ARTICLE V

Representations, Warranties and Agreements

The Guarantor represents, warrants and agrees that:

SECTION 5.01No Material Adverse Effect

Since the date of application to the Credit Obligor for the loan represented by the Letter of Credit, (i) there has been no change in the business, prospects, profits, Properties or condition (financial or otherwise) of the Guarantor, except changes in the ordinary course of business, none of which individually or in the aggregate has a Material Adverse Effect, (ii) the Guarantor has not incurred any material liability which has a Material Adverse Effect, and (iii) there exists no default under the provisions of any instrument evidencing any such liabilities or under any agreement relating thereto which would have a Material Adverse Effect.

SECTION 5.02Full Disclosure

No written statement furnished by the Guarantor to the Trustee contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained therein or herein not misleading.  There is no fact which the Guarantor has not disclosed to the Trustee in writing which has a Material Adverse Effect or, so far as the Guarantor can now foresee, will have a Material Adverse Effect.

SECTION 5.03Pending Litigation

To the Guarantor’s knowledge, there are no proceedings pending, or to the knowledge of the Guarantor threatened, against or affecting the Guarantor in any court or before any governmental authority or arbitration board or Tribunal which involve the possibility of a Material Adverse Effect, or the ability of the Guarantor to perform this Agreement or to perform the Lease Agreement.  The Guarantor is not in default with respect to any order of any court, governmental authority, arbitration board or Tribunal which would have a Material Adverse Effect.

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SECTION 5.04Title to Properties

Except as set forth in the Indenture, the Issuer has good and marketable title in fee simple to the Project.

SECTION 5.05No Defaults

No event has occurred and no conditions exist which would, in any material respect, upon the issuance of the Bonds, constitute (i) a default under any note or other evidence of indebtedness or under any agreement of the Guarantor if the effect of such default would have a Material Adverse Effect or (ii) a default or event of default under the Financing Documents or any of them, and the Guarantor is not in violation in any material respect of any term of any agreement or other instrument to which it is a party or by which it may be bound that would have a Material Adverse Effect.

SECTION 5.06Governmental Consent

No consent, approval or authorization of, or filing, registration or qualification with, any governmental authority on the part of the Guarantor is required in connection with the execution and delivery of the Financing Documents to which the Guarantor is a party.

SECTION 5.07Use of Proceeds

The Guarantor will cause the proceeds from the sale of the Bonds to be applied as provided in the Indenture.  None of the transactions contemplated (including, without limitation thereof, the use of the proceeds from the sale of the Bonds) will violate or result in a violation of Section 7 of the Securities Exchange Act of 1934, as amended, or any regulations issued pursuant thereto, including, without limitation, Regulations G, T, U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II.  The Guarantor does not own or intend to carry or purchase any “margin security” within the meaning of said Regulation G including margin securities originally issued by the Guarantor.  None of the proceeds from the sale of the Bonds will be used to purchase or carry (or refinance any borrowing the proceeds of which were used to purchase or carry) any “security” within the meaning of the Securities Exchange Act of 1934, as amended.

SECTION 5.08Compliance with Law

The Guarantor:

(a)           is not in violation of any laws, ordinances, governmental rules or regulations to which Guarantor is subject, or

(b)           has not failed to obtain any licenses, permits, franchises or other governmental authorizations necessary to the ownership of the Property, or to the conduct of the business, of Guarantor,

which violation or failure to obtain would have a Material Adverse Effect.

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SECTION 5.09Restrictions on Guarantor

The Guarantor is not a party to any contract or agreement which requires consent of any creditor of the Guarantor or other party thereto to the right or ability of the Guarantor to incur debt or guarantee indebtedness hereunder.

SECTION 5.10Maintenance of Tax Exemption

The Guarantor represents that it has not taken any action, and it knows of no action that any other Person has taken, which would cause interest on the Bonds to be includible in the gross income of the holder thereof for federal income tax purposes, and covenants that it will not take any action or omit to take any action at any time, or permit any Person to take any action or omit to take any action at any time, which action or omission would result in the loss of the exemption from federal income taxation of the interest on the Bonds; provided that no such representation or covenant is made with respect to any Bonds for any period during which they are held by a “substantial user” or a “related person” as those terms are used in Section 147 of the Code.  The Guarantor further represents that it will not take or omit to take any action, or permit any Person to take any action or omit to take any action, which action or omission will in any way cause the proceeds from the sale of the Bonds to be applied, or result in such proceeds being applied, in any manner other than as provided in the Indenture and the Lease Agreement.

SECTION 5.11Indemnification

(a)           The Guarantor will indemnify and hold harmless any Holder and each Person, if any, who controls any Holder within the meaning of Section 15 of the Securities Act of 1933, as amended, (any Holder and any such person being in this Section collectively called a “Holder”) against any and all losses, claims, damages or liabilities, joint and several, or actions in respect thereof, to which any Holder may become subject under any statute or common law or otherwise, insofar as such losses, claims, damages or liabilities, or actions in respect thereof, arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in this Agreement, including the financial statements referred to herein, or any omission or alleged omission to state herein a material fact necessary in order to make the statements herein not misleading; and will reimburse any Holder for all legal or other expenses reasonably incurred by such Holder in connection with investigating or defending any such action or claim.

(b)           If any such action or claim shall be brought or asserted against any Holder and in respect of which indemnity may be sought from the Guarantor, such Holder shall promptly notify the Guarantor in writing and the Guarantor shall assume the defense thereof, including the employment of counsel and the payment of all expenses.  Any Holder shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Holder unless (a) the employment thereof has been specifically authorized by the Guarantor in writing, (b) the Guarantor has failed to assume the defense and to employ counsel, or (c) the named parties to any such action (including any impleaded parties) include both such Holder and the Guarantor, and such Holder shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Guarantor (in which case, if such Holder notifies the Guarantor in writing that it elects to employ separate counsel at the

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Guarantor’s expense, the Guarantor shall not have the right to assume the defense of such action on behalf of such Holder, it being understood, however, that the Guarantor shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for all such Holders, which firm shall be designated in writing by such Holders).  Each Holder, as a condition of such indemnity, shall use its best efforts to cooperate with the Guarantor in the defense of any such action or claim.  The Guarantor shall not be liable for any settlement of any such action effected without its written consent, but if settled with the written consent of the Guarantor, or if there be a final judgment for the plaintiff in any such action, the Guarantor agrees to indemnify and hold harmless any such Holder from and against any loss or liability by reason of such settlement or judgment.

SECTION 5.12Survival of Representations, Warranties and Covenants

The representations, warranties and covenants of the Guarantor contained in this Agreement, and any other document, instrument and agreement referred to or contemplated by this Agreement, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of the Issuer, any Holder or any other Person, or (ii) delivery of, and payment for, the Bonds.

ARTICLE VI

Events of Default and Remedies

SECTION 6.01Events of Default

An “Event of Default” shall exist under this Agreement if any of the following occurs and is continuing (whatever the reason for such event and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a)           Particular Covenant Defaults.  The Guarantor fails to perform or observe any covenant or agreement contained in Sections 2.01 or 2.02 for a period of five business days after the earlier of (i) notification by the Trustee or a Holder of such failure or (ii) such other time as the Guarantor shall have actual knowledge thereof;

(b)           Other Defaults.  The Guarantor fails to comply with any other provision of this Agreement, and such failure continues for a period of thirty days after the earlier of (i) notification by the Trustee or a Holder of such failure or (ii) such other time as the Guarantor shall have actual knowledge thereof;

(c)           Warranties or Representations.  Any warranty, representation or other statement by or on behalf of the Guarantor contained in this Agreement, or in any instrument furnished in compliance with or in reference to this Agreement, is false or misleading in any material respect and action which eliminates such falsity or misleading character is not completed for a period of thirty days after the earlier of (i) notification by the

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Trustee or any Holder of such false or misleading statement or (ii) such other time as the Guarantor shall have actual knowledge thereof;

(d)           Default on Other Indebtedness.  Default by the Guarantor in any payment of any obligation for money received as an advance (or any obligation under any conditional sale or other title retention agreement or any obligation issued or assumed as full or partial payment for property whether or not secured by purchase money lien or any obligation under notes payable or drafts accepted representing extensions of credit) beyond any grace period provided with respect thereto, or default in the performance of any other agreement, term or condition contained in any agreement under which such obligation is created (or any other default under any such agreement which shall occur and be continuing beyond any period of grace provided with respect thereto), if the effect of such default would have a Material Adverse Effect, and such default shall remain uncured for a period of ten days after the Guarantor has notice thereof;

(e)           Involuntary Bankruptcy Proceedings.  A receiver, liquidator or trustee of the Guarantor, or of any of its Property, is appointed by court order and such order remains in effect for more than sixty days, or an order or decree for relief in an involuntary bankruptcy case is entered with respect to the Guarantor, or any of its Property is sequestered by court order and such order remains in effect for more than sixty days, or a petition is filed against the Guarantor under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, and is not dismissed within sixty days after such filing;

(f)            Voluntary Petitions.  The Guarantor files a petition in voluntary bankruptcy or seeking relief under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, or consents to the filing of any petition against it under any such law;

(g)           General Assignment for Benefit of Creditors, etc.  The Guarantor makes a general assignment for the benefit of its creditors, or is unable to pay its debts generally as they become due, or consents to the appointment of a receiver, trustee or liquidator of the Guarantor, or of all or any part of its Property;

(h)           Undischarged Final Judgments or Settlements.  One or more final judgments shall be entered against the Guarantor, or the Guarantor shall enter into settlement of any litigation, which judgments and settlements are not covered by insurance, and which judgments and settlements will have a Material Adverse Effect on the Guarantor; or

(i)            Other Defaults.  The occurrence of an event of default, as therein defined, under any other Financing Document (other than the Credit Documents) and the expiration of the applicable grace period, if any, specified therein.

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SECTION 6.02Remedies

If an Event of Default exists, the Trustee may, only with the consent of the Credit Obligor if the Letter of Credit is in effect and the Credit Obligor has not dishonored a draft thereunder (presented in strict conformance with such Letter of Credit) and a Credit Obligor Insolvency Date shall not have occurred, proceed to protect its rights and the rights of the Holders of the Bonds by suit in equity, action at law or other appropriate proceedings, whether for the specific performance of any covenant or agreement of any of the Guarantor herein contained or in aid of the exercise of any power or remedy granted to the Trustee under the other Financing Documents.  The Trustee may proceed directly against the Guarantor as provided herein without resorting to any other remedies which it may have and without proceeding against any other security held by the Trustee.

SECTION 6.03Limitation on Suits

No Holder shall have any right to institute any proceeding, judicial or otherwise, under or with respect to this Agreement, unless

(1)           such Holder has previously given written notice to the Trustee of a continuing Event of Default;

(2)           the Holders of not less than 25% in principal amount of the Outstanding Bonds shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

(3)           such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request;

(4)           the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such proceedings; and

(5)           no direction inconsistent with such written consent has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Bonds,

it being understood and intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Holders, or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all Outstanding Bonds.

SECTION 6.04Unconditional Right of Bondholders to Receive Principal, Premium and Interest

Notwithstanding any other provision in this Agreement, the Holder of any Bond shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and interest on such Bond on the respective stated maturity and due dates expressed in such Bond (or, in the case of redemption, on the redemption date) and to institute

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suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

SECTION 6.05Application of Money Collected

Any money collected by the Trustee pursuant to this Agreement shall be applied to the payment of the whole amount then due and unpaid upon the Outstanding Bonds for principal (and premium, if any) and interest, in respect of which or for the benefit of which such money has been collected; and in case such money shall be insufficient to pay in full the whole amount so due and unpaid upon such Bonds, then to the payment of such principal (and premium, if any) and interest, without any preference or priority, ratably according to the aggregate amount so due.

SECTION 6.06Agreement to Pay Attorneys’ Fees

In the event the Guarantor should default under any of the provisions of this Agreement and the Trustee (in its own name or in the name and on behalf of the Holders) should employ attorneys or incur other expenses for the collection of any payments due hereunder or the enforcement of performance or observance of any agreement or covenant on the part of the Guarantor herein contained, the Guarantor will on demand therefor pay to the Trustee the reasonable fees of such attorneys and such other reasonable expenses so incurred.

SECTION 6.07Waiver of Past Defaults

(a)           Before any judgment or decree for payment of money due has been obtained by the Trustee, the Holders of not less than a majority in principal amount of the Outstanding Bonds may, by Act of such Holders delivered to the Trustee and the Guarantor, on behalf of the Holders of all the Bonds, waive any past default hereunder and its consequences, except for a default in the payment of any sums due pursuant to Article 2.

(b)           Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Agreement and the Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

SECTION 6.08No Additional Waiver Implied by One Waiver

If any agreement contained in this Agreement should be breached by the Guarantor and thereafter waived by the Holders of not less than a majority in principal amount of the Outstanding Bonds, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder.

SECTION 6.09Remedies Subject to Applicable Law

All rights, remedies and powers provided by this Article may be exercised only to the extent the exercise thereof does not violate any applicable provision of law in the premises, and all the provisions of this Article are intended to be subject to all applicable mandatory prov-

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isions of law which may be controlling in the premises and to be limited to the extent necessary so that they will not render this Agreement invalid or unenforceable.

ARTICLE VII

Miscellaneous

SECTION 7.01Consent to Service of Process

The Guarantor irrevocably (a) agrees that any suit, action or other legal proceeding arising out of this Agreement may be brought in the courts of record of the State of Alabama or the courts of the United States located in the State of Alabama; (b) consents to the jurisdiction of each such court in any such suit, action or proceeding, and (c) waives any objection which the Guarantor may have to trial by jury or the laying of venue of any such suit, action or proceeding in any of such courts.

SECTION 7.02Benefit of the Agreement

This Agreement is entered into by the Guarantor for the benefit of the Trustee and the Holders from time to time of the Bonds, all of whom shall, subject to the provisions hereof, be entitled to enforce performance and observance of each and every provision of this Agreement to the same extent as if they were parties signatory hereto.  The Guarantor hereby expressly waives notice from the Trustee or the Holders from time to time of the Bonds of their acceptance and reliance on this Agreement.

SECTION 7.03Notices

(a)           Any request, demand, authorization, direction, notice, consent, or other document provided or permitted by this Agreement to be made upon, given or furnished to, or filed with, the Guarantor or the Trustee shall be sufficient for every purpose hereunder if in writing and (except as otherwise provided in this Agreement) either (i) delivered personally to the party or, if such party is not an individual, to an officer, or other legal representative of the party to whom the same is directed (provided that any document delivered personally to the Trustee must be delivered at its Principal Office during normal business hours) at the address specified in Section 1.10 of the Indenture or (ii) mailed by first-class, registered or certified mail, postage prepaid and addressed as so specified.  Either party may change the address for receiving any such notice or document by giving notice of the change to the other party as provided in this Section.

(b)           Any such notice or other document shall be deemed delivered when actually received by the party to whom directed (or, if such party is not an individual, to an officer, or other legal representative of the party) at the address specified pursuant to this Section, or, if sent by mail, three days after such notice or document is deposited in the United States mail, proper postage prepaid, addressed as provided above.

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SECTION 7.04Amendments

(a)           This Agreement may not be amended without the prior written consent of each party hereto and unless there has first been delivered to the Trustee, the Guarantor and the Remarketing Agent an Opinion of Bond Counsel that such action will not, whether solely or in conjunction with any other fact or circumstance, cause the interest on the Bonds to be or to become Taxable.

(b)           Without the consent of the Holders of any Bonds, the Guarantor may from time to time enter into one or more amendments hereto, in form satisfactory to the Trustee, for any of the following purposes:

(1)           to add to the covenants of the Guarantor for the benefit of the Holders and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants an Event of Default permitting the enforcement of all or any of the several remedies provided in this Agreement or the Indenture; provided, however, that with respect to any such additional covenant such amendment to this Agreement may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee and the Holders upon such default; or

(2)           to surrender any right or power herein conferred upon the Guarantor; or

(3)           to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or to make any other provision, with respect to matters or questions arising under this Agreement, which shall not be inconsistent with provisions of this Agreement; provided such action shall not, in the judgment of the Trustee, adversely affect the interests of the Holders.

(c)           With the consent of the Holders of not less than a majority in principal amount of the Bonds then Outstanding, by Act of such Holders delivered to the Trustee, the Guarantor may enter into an amendment hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Trustee or of the Holders under this Agreement; provided, however, that no such amendment shall, without the consent of the Holder of each Outstanding Bond affected thereby,

(1)           reduce the amount, coverage or scope of the obligations contained in Article 2

(2)           change the absolute and unconditional nature of such obligations, or

(3)           reduce the principal amount of Outstanding Bonds, the Holders of which are required to consent to such amendment, change or modification.

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(d)           If the Credit Obligor is not in default under the Letter of Credit, no amendment or change to this Agreement may be made without the prior written consent of the Credit Obligor.

SECTION 7.05Reproduction of Documents

The Guarantor hereby agrees that any Financing Document and all documents relating thereto, including, without limitation, (a) supplements, consents, waivers and modifications which may hereafter be executed, (b) documents received by any Holder at any closing of any purchase of the Bonds and (c) financial statements, certificates and other information previously or hereafter furnished to the Trustee or any Holder, may be reproduced by the Trustee or such Holder by any photographic, photostatic, microfilm, microcard, miniature photographic or other similar process and they may destroy any original document so reproduced.  To the extent permitted by law, the Guarantor agrees and stipulates that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by them in the regular course of business) and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

SECTION 7.06Survival

All warranties, representations and covenants made by the Guarantor herein or on any certificate or other instrument delivered by them or on their behalf under this Agreement shall be considered to have been relied upon by the Trustee and the Holders regardless of any investigation made by them or on their behalf.  All statements in any such certificate or other instrument shall constitute warranties and representations by the Guarantor hereunder.

SECTION 7.07Successors and Assigns

The terms of this Agreement shall inure to the benefit of and be binding upon the heirs, executors, administrators, successors and assigns of each of the parties.  The provisions of this Agreement are intended to be for the benefit of all Holders, and shall be enforceable for the benefit of any such Holder, whether or not an express assignment to such Holder of rights under this Agreement has been made by any previous Holder or its successors or assigns.

SECTION 7.08Effective Date of Agreement

The obligations of the Guarantor hereunder shall arise absolutely and unconditionally when the Bonds shall have been issued, sold and delivered by the Issuer.

SECTION 7.09Entire Agreement; Counterparts

This Agreement constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof and may be executed simultaneously in several counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

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SECTION 7.10Severability

The invalidity or unenforceability of any one or more phrases, sentences, clauses or sections contained in this Agreement shall not affect the validity or enforceability of the remaining portions of this Agreement, or any part thereof.

SECTION 7.11Date For Identification Purposes Only

The date of this Agreement is for identification purposes only and is not intended to indicate that this Agreement was executed on such date.

SECTION 7.12Exceptions to Covenants

The Guarantor shall not be deemed to be permitted to take any action or fail to take any action which is permitted as an exception to any of the covenants contained herein or which is within the permissible limits of any of the covenants contained herein if such action or omission would result in the breach of any other covenant contained herein.

SECTION 7.13Waivers

The Guarantor hereby waives, as to the enforcement of this Agreement, (i) all rights of exemption that it may have under the constitution and laws of the State of Alabama or any other state as to any levy on and sale of property, and (ii) until the Bonds have been Fully Paid, any rights of subrogation it may have against the Issuer or others by reason of the Guarantor’s performance under this Agreement.

SECTION 7.14Termination of Agreement

This Agreement shall terminate when the Bonds shall have been Fully Paid.

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IN WITNESS WHEREOF, the Guarantor has caused this Agreement to be executed in its name and behalf under its corporate seal, and the same to be attested, all by officers thereof duly authorized thereunto, and the Trustee has executed this Agreement by causing its name to be hereunto subscribed by one of its duly authorized officers, all as of the day and year first above written.

		BOSTROM SEATING, INC.,
		By:	/s/ Donald C. Mueller
		Its:	Treasurer
SEAL
Attest:	/s/ Kenneth M. Tallering
	Its Secretary
		Accepted:
		NBD BANK, as Trustee
		Birmingham, Alabama
		By:	/s/ Illegible
		Its:	Assistant Vice President

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EX-10.10

Exhibit 10.10

FIRST AMENDMENT TO LEASE AGREEMENT

This First Amendment to Lease Agreement made and entered into this 30th day of September, 1999, to be effective November 1, 1998 by and between Sarum Management, Inc., as successor by assignment to The Bell Company, 75 Marc Avenue, Cuyahoga Falls, Ohio 44223 (“Lessor”) and AKW, L.P., 1015 East 12^th Street, Suite 200, P.O. Box 29, Erie, PA 16503, as successor by assignment to Kaiser Aluminum & Chemical Corp., a Delaware corporation (hereinafter referred to as “Lessee”)

WITNESSETH:

WHEREAS, the parties hereto, by their predecessors in interest, have entered into a lease agreement dated November 1, 1988 (“Lease Agreement”); and

WHEREAS, said Lease Agreement provided for final renewal option in favor of Lessee commencing November 1, 1998, with an annual rental to be agreed upon between the parties hereto; and

WHEREAS, the parties have negotiated a mutually agreeable term and annual rental for the renewal term which is to commence November 1, 1998; and expire June 30, 2001; and

WHEREAS, the parties have negotiated and agreed to additional modifications to the Lease Agreement.

NOW THEREFORE, for valuable consideration, including the covenants herein contained, receipt of which is hereby acknowledged, the parties agree as follows:

A.Paragraph Three: Term, Renewal and Assignment, is hereby modified by the inclusion of the following paragraph:

Lessee shall have the option to renew the Lease for five (5) additional successive two (2) year periods under the terms and conditions set forth herein, provided written notice of renewal is given to Lessor one hundred fifty (150) days prior to the expiration of the prior term or renewal term. The first additional renewal term shall commence July 1, 2001 (“First Additional Renewal Term”); the second renewal term shall commence July 1, 2003 (“Second Additional Renewal Term”); the third additional renewal terms shall commence July 1, 2005 (“Third Additional Renewal Term”); the fourth additional renewal term shall commence July 1, 2007 (“Fourth Additional Renewal Term”); the fifth additional renewal term shall commence July 1, 2009 (“Fifth Additional Renewal Term”) and expire June 30, 2011.

B.Paragraph Four: Rent, is hereby modified by the inclusion of the following provisions:

The renewal term commencing November 1, 1998 and expiring June 30, 2001 (“Current Renewal Term”), Lessee shall pay annual rental of Three Hundred Seventy

Eighty Six Thousand Nine Hundred Thirty Four and 60/100 Dollars ($386,934.60) (2.938 per sq. ft.) payable in monthly installments of Thirty Two Thousand Two Hundred Forty Four and 55/100 Dollars ($32,244.55).

Should Lessee elect to renew the term of the Lease for the First Additional Renewal Term herein provided, the annual rent for the First Additional Renewal Term (July 1, 2001 – June 30, 2003) shall be Four Hundred Ten Thousand Four Hundred Ninety Eight and 92/100 Dollars ($410,498.92) payable in monthly installments of Thirty Four Thousand Two Hundred Eight and 24/100 Dollars ($34,208.24).

Should Lessee elect to renew the Lease for the Second Additional Renewal Term (July 1, 2003 – June 30, 2005), the annual rent for the Second Additional Renewal Term shall be Four Hundred Thirty Five Thousand Four Hundred Ninety Eight and 30/100 Dollars ($435,498.30), payable in monthly installments of Thirty Six Thousand Two Hundred ninety One and 53/100 Dollars ($36,291.53).

Should Lessee elect to renew the Lease for the Third Additional Renewal Term (July 1, 2005 – June 30, 2007), the annual rent for the Third Additional Renewal Term shall be Four Hundred Sixty Two Thousand Twenty and 15/100 Dollars ($462,020.15) payable in monthly installments of Thirty Eight Thousand Five Hundred One and 68/100 Dollars ($38,501.68).

Should Lessee elect to renew the Lease for the Fourth Additional Renewal Term (July 1, 2007 – June 30, 2009), the annual rent for the Fourth Additional Renewal Term shall be Fourth Additional Renewal Term shall be Four Hundred Ninety thousand One Hundred Fifty Seven and 17/100 Dollars ($490,157.17) payable in monthly installments of Forty Thousand Eight Hundred Forty Six and 43/100 Dollars ($40,846.43).

Should Lessee elect to renew the Lease for the Fifth Additional Renewal Term (July 1, 2009 – June 30, 2011), the annual rent for the Fifth Additional Renewal Term shall be Five Hundred Twenty Thousand Seven and 07/100 Dollars ($520,007.75) payable in monthly installments of Forty Three Thousand Three Hundred thirty Three and 98/100 Dollars ($43,333.98).

C.Paragraph Five: Taxes and Utilities, shall be modified by the deletion of the first paragraph thereof and the substitution therefore of the following:

Except as set forth in this paragraph, all real estate taxes, assessments and levies, whether general or special, ordinary or extraordinary, of every nature or kind whatsoever which may taxed, charged, assessed, levied or imposed at any time during the term of this Lease against the Leased Premises, shall be paid by Lessee. Notwithstanding the foregoing, Lessee shall not be required to pay any assessments against the Leased Premises in conjunction with any future constructions of improvements to Marc Avenue or any utilities and/or sidewalks abutting the Leased Premises.

D.Paragraph Six: Acceptance and Maintenance shall be modified by the deletion of the third paragraph thereof and the substitution of the following:

Lessor shall maintain the exterior of the Leased Premises and common exterior grounds, provided, however, that Lessee shall be obligated to maintain and or repairing any damage to the interior of the Leased Premises or the exterior of the Leased Premises caused by misuse or the careless negligent or wrongful acts of Lessee’s agents, invitees, and employees, ordinary wear and tear and depreciation accepted and further provided that Lessee shall be obligated to repair and/or maintain any Capital Improvements made by Lessee in accordance with G hereof.

E.Paragraph Seven: Right of Access, Ingress & Egress Improvement & Maintenance is hereby modified by deletion of the second paragraph thereof and substitution therefore the following:

Lessor shall properly maintain existing access to the Leased Premises.

F.Paragraph Thirteen shall be modified with the deletion of the entire provision and the substitution therefore of the following:

Notices required hereunder shall be forwarded, by certified mail to the parties at the following address:

Lessor:	Sarum Management, Inc.
	75 Marc Avenue
	Cuyahoga Falls, Ohio 44223
	Attn: Michael Bell, Jr.
Lessee:	AKW L.P.
	1015 East 12th Street
	Suite 200
	P.O. Box 29
	Erie, PA 16503
With Copy to:	Amer Cunningham Brennan Co., L.P.A.
	600 Key Building
	159 South Main Street
	Akron,Ohio 44308
	Attn: Andrew R. Duff

G.Fifteen: Capital Improvement Credit shall be deemed an additional provision to the Lease Agreement.

Lessee shall have until November 1, 1999, to make all or a portion of the following Capital Improvements to the existing facility:

(a)Pressure wash and paint the exterior of the building upon the Leased Premises.

(b)Blacktop the employee parking areas and other portions of the parking lot.

(c)Install pole lighting for the East and West end employee parking areas.

The foregoing (a),(b), and (c) shall be hereinafter referred to as Permitted Capital Improvements.

Any of said Permitted Capital Improvements or any further Capital Improvements which Lessee desires to perform shall be subject to Lessors prior approval, which approval should not be unreasonably withheld or delayed, and all work shall be done in a. workmanlike manner which does not create any present or future liability to Lessor such as for storm drainage, etc.

All such Permitted Capital Improvements shall be performed by Lessee at its sole cost and expense subject to the rent credit hereinafter provided.

To the extent that Permitted Capital Improvements described above are made by Lessee, as herein provided, Lessee shall be entitled to a credit against the monthly installment of annual rent calculated by amortizing the total cost of the Permitted Capital Improvements herein permitted (not to exceed $145,000.00) over the period commencing November 1, 1998 and ending October 31, 2003 with zero (0%) percent interest. In calculating the aforementioned Rental Credit, the cost of the Permitted Capital Improvement shall be based upon actual costs obtained from third party contractors, with negotiations on an arms length basis, and without any inclusion of overhead or other miscellaneous to Lessee. In no event shall the Rent Credit for Permitted Capital Improvements exceed twenty two cents per sq. ft. ($.22) per annum or ($.018) per sq. ft. per month.

H.All terms and conditions of the Lease Agreement not hereby modified shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have hereunto set their hands on the 30th day of September, 1999.

Witnesses:	Sarum Management, Inc.
/s/ [ILLEGIBLE] Gallagher	By:	/s/ Michael E. Bell
/s/ [ILLEGIBLE] Allen	Its:	President
Witnesses:	AKW, L.P.
/s/ Lydia J. Parker	By:	/s/ William P. Greubel
		Manager, AKW General Partner
/s/ Tina G. Dickenson	Its:	L.L.C., its General Partner

STATE OF OHIO	)
	) SS:
COUNTY OF SUMMIT	)

BEFORE ME, a Notary Public, in and for said County and State, personally appeared the above-named, Sarum Management, Inc., by Michael E. Bell, its President, who acknowledged that he did sign the foregoing instrument and that the same is his free act and deed and the free act and deed of said corporation.

IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this 30th day of September, 1999.

/s/ Patricia Ruschak

Notary Public

STATE OF KENTUCKY	)
	) SS:
COUNTY OF HENDERSON	)

BEFORE ME, a Notary Public, in and for said County and State, personally appeared the above-named, AKW, L.P., by William P. Greubel, its Manager, AKW General Partner L.L.C., its General Partner, who acknowledged that he did sign the foregoing instrument and that the same is his free act and deed and the free act and deed of said corporation.

IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this 14th day of September, 1999.

/s/ Sara Williams

Notary Public

EX-10.13

Exhibit 10.13

LEASE

BETWEEN WOODWARD, LLC

and

ACCURIDE CORPORATION

OFFICE CIRCLE OF

BURKHARDT CROSSING

EVANSVILLE, INDIANA

TABLE OF CONTENTS

24.01: TAXES AND INSURANCE
25.01: RENEWAL OF LEASE
26.01: INDEMNITY OF LANDLORD
27.01: INDEMNITY OF TENANT
28.01: LIABILITY INSURANCE
29.01: BILLBOARD REMOVAL AND RESTRICTIVE COVENANTS
30.01: CONSTRUCTION OF LEASED PREMISES
31.01: EXPANSION OF PREMISES
32.01: APPLICABLE LAW
33.01: OPTION TO PURCHASE
34.01: ARBITRATION
35.01: RECORDING
36.01: TITLE INSURANCE
37.01: FORCE MAJEURE
37.01: MISCELLANEOUS
EXHIBIT “A” LEGAL DESCRIPTION	ATTACHED
EXHIBIT “B” DRAWING OF BUILDING AND SITE PLAN	ATTACHED
EXHIBIT “C” WORK LETTER AGREEMENT	ATTACHED
EXHIBIT “D” PURCHASE OPTION TERMS	ATTACHED

LEASE

THIS LEASE, entered into between Woodward, LLC. hereinafter referred to as “LANDLORD” and Accuride Corporation hereinafter referred to as “TENANT”.

WITNESSETH THAT LANDLORD and TENANT, in consideration of their mutual undertakings, agree as follows:

LANDLORD hereby leases to TENANT and TENANT hereby leases from LANDLORD Lots 10, 11 and 12 situated on the real estate described in the attached Exhibit “A” which is made a part hereof, including the two-story building and other improvements described hereinbelow, commonly referred to as a 34,000 square foot Class A office building located on 4.6 acres of land on Office Circle of Burkhardt Crossing fronting I-164 and depicted in the attached Exhibit “B” drawing of building and site plan which are made a part hereof (collectively hereinafter the “Leased Premises”)

TENANT without demand or notice shall pay during the term of this Lease, a monthly rental as described in a Lease entered between the parties of even date herewith, all upon the following covenants, terms and conditions:

1.01:  MONTHLY RENTAL AMOUNTS AND CONDITIONS PRECEDENT:

Months 1 thru 60:	The monthly rental amount shall be Thirty Seven Thousand Five Hundred Forty-One and 60/100ths Dollars ($37,541.60) per month, representing an annual rate of Thirteen and 25/100ths Dollars ($13.25) per square foot.
Months 61 thru 120:	The monthly rental amount shall be Forty-One Thousand Three Hundred Ten and 00/100ths Dollars ($41,310.00) per month, representing an annual rate of Fourteen and 58/100ths Dollars ($14.58) per square foot.

1.02:  The parties agree that the actual square footage of the Leased Premises shall be determined by mutual written agreement of LANDLORD and TENANT as the plans for the initial construction, and any expansion option exercised hereunder, are finalized between LANDLORD and TENANT and their respective architectural and construction consultants, pursuant to the Work Letter Agreement attached hereto and made a part hereof.  The rent set forth above shall be adjusted according to the square foot rental rates described above applied to said actual square footage of the Leased Premises as so determined, using center-of-wall to center-of-wall measurements, excluding mechanical shafts and stair wells.

1.03:  The LANDLORD represents and warrants it has an option to purchase the land underlying the Leased Premises from Webb Development, LLC, and LANDLORD shall promptly exercise and close on said option following the exercise of this Lease on or before December 1, 1998.

1.04:  The LANDLORD agrees that LANDLORD shall cause restrictive covenants running with the title of such adjoining tracts of land as set forth under paragraph 29.01 et seq., to the acceptance of TENANT’S legal counsel and TENANT’S title insurance underwriter on or before December 1, 1998.

2.01:  TERM: The term of this Lease shall commence on the later of November 1, 1999, or the date that the Leased Premises are completely build-out by LANDLORD and ready for the TENANT’s

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possession. The term of this Lease shall expire on the later of October 31, 2009 at 11:59 p.m., or the date ten (10) years from the commencement of this Lease, subject to renewal as provided hereinbelow.

3.01:  USE, COMPLIANCE WITH LAWS, SIGNS: TENANT shall keep the Leased Premises in a clean and orderly condition and shall conduct business there therefrom in a careful and safe manner. TENANT shall not use the Leased Premises or maintain them in any manner constituting a violation of any ordinance, statute, regulation, or order of any governmental authority, including without limitation zoning ordinances, nor shall TENANT maintain, permit or suffer any nuisance to occur or exist on the Leased Premises. Notwithstanding anything herein to the contrary, LANDLORD covenants and warrants upon the commencement of the term of this Lease that the zoning of the Leased Premises is proper and in full compliance with city, county and state ordinances, statutes, regulations or other laws or orders of any governmental authority for use as an office building as set forth herein, including but not limited to compliance with all set-backs, parking and signage requirements or standards set forth under any such land use and zoning laws.

3.02:  TENANT shall not affix to or upon the exterior of the Leased Premises, or any place on the Leased Premises any sign, insignia, or decoration without the prior written consent of LANDLORD, which consent shall not be unreasonably withheld. TENANT acknowledges receipt of a copy of the Conditions, Covenants, and Restrictions on record for the sub division in which this property is located.

4.01:  SURRENDER AND HOLDOVER: Upon the expiration or sooner termination of this Lease, TENANT shall surrender to LANDLORD the Leased Premises, together with all other property affixed to the Leased Premises, (except trade fixtures) broom clean and in the same order and condition in which TENANT received them, the effects of ordinary wear and acts of God, excepted.

4.02:  Unless an event of default as hereinafter defined has occurred and remains uncured, TENANT shall prior to the expiration of the term remove all of TENANT’s furniture, belongings and personal property from the Leased Premises. Any damage to the Leased Premises caused by such removal shall be repaired by TENANT prior to the expiration of the term.

4.03:  At LANDLORD’s option, If TENANT fails to remove such furniture, belongings, trade fixtures, and personal property, then upon thirty (30) days advance written notice, the same shall be deemed the property of LANDLORD.

4.04:  If TENANT shall remain in possession of all or any part of the Leased Premises after the expiration of the term of this Lease, with the consent of the LANDLORD, then the TENANT shall be a lessee from month to month at a Lease rate one and one half times the rate immediately prior to the Lease expiration, and subject to all of the other applicable covenants, terms and conditions hereof.

5.01:  ASSIGNMENT AND SUBLETTING: TENANT shall not assign, mortgage, encumber, or transfer this Lease in whole or in part, or sublet the Leased Premises or any part thereof, nor grant a license or concession in connection therewith, without the prior written consent of LANDLORD, which consent shall not be unreasonably withheld. Should LANDLORD allow TENANT to sublet, TENANT shall continue to be held responsible for the terms and conditions of this Lease. This prohibition shall include any act which has the effect of an assignment or transfer and occurs by operation of law.

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5.02: Notwithstanding anything herein to the contrary, provided the TENANT is not in default under this Lease, TENANT may assign or sublease part or all of the Leased Premises without LANDLORD’s consent to any entity which at the time of such assignment or sublease has a net worth of equal or greater than the TENANT’s net worth as of the date of December 31, 1997. “Net worth” as used herein shall mean the value of such entity’s total assets less its liabilities from its last quarterly financial statement as prepared by its accountants.

In the event of such permitted assignment or sublease without LANDLORD’s consent, LANDLORD agrees to provide a written estoppel certification in form and substance reasonably satisfactory to the assignee or subtenants that (i) this Lease is in full force and effect; (ii) the amount of rent such an assignee or subtenant shall be obligated to pay hereunder; and (iii) LANDLORD shall not disturb such assignee or subtenant’s right to lease and occupy the Leased Premises, subsequent to such assignment or subletting. Whereupon such assignee or subtenant agrees to perform all such obligations under this Lease, the TENANT shall thereupon be automatically fully released from the terms of this Lease.

6.01: ALTERATION OF LEASED PREMISES: Except as provided in the Work Letter Agreement which is attached and made a part hereof, TENANT shall not cause or permit any alterations, additions or changes of or upon any part of the Leased Premises without first obtaining the written consent of LANDLORD, which shall not be unreasonably withheld.

6.02: All alterations, additions or changes to the Leased Premises shall be made in accordance with all applicable laws and shall immediately upon completion become the property of LANDLORD.

7.01: HAZARDOUS MATERIAL: TENANT shall not cause or permit any Hazardous Material to be brought upon, kept or used in or about the Leased Premises by TENANT, TENANT’s agents, employees, contractors or invitees, except for such Hazardous Material as is necessary or useful to TENANT’s business. Any Hazardous Material permitted on the Leased Premises as provided in this Section 7, and all containers thereof, shall be used, kept, stored and disposed of in a manner that complies with all federal, state and local laws or regulations applicable to this Hazardous Material.

7.02: TENANT shall not discharge, leak or emit or permit to be discharged, leaked or emitted, any material into the atmosphere, ground, sewer system or any body of water, if that material (as is reasonably determined by the LANDLORD, or any governmental authority does or may pollute or contaminate the same, or may adversely affect: (a) the health, welfare or safety of persons, whether located on the Real Estate or in the Building or elsewhere, or (b) the condition, use or enjoyment of the Real Estate, Building or any other real or personal property. As used in the Lease, “Hazardous Material” means:

(i)any “hazardous waste” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time, and regulations promulgated thereunder;

(ii)any “hazardous substance” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, and regulations promulgated thereunder;

(iii)and oil, petroleum products, and their by-products;

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(iv)any substance that is toxic, ignitable, reactive, radioactive, contagious and life threatening, or corrosive and that is regulated by any local government, the State of Indiana, or the United States Government; and

(v)all material or substance that is defined as “hazardous waste”, “extremely hazardous waste”, or a “hazardous substance” pursuant to state, federal or local governmental law, including, but not limited to, asbestos, polychlorobiphenyls (“PCB’s”) and petroleum products.

7.03: TENANT hereby agrees that it shall be fully liable for all costs and expenses related to the use, storage and disposal of Hazardous Material kept or brought upon the Leased Premises, and the TENANT shall give immediate notice to the LANDLORD of any violation or potential violation of the provisions of this Section 7.

7.04: TENANT shall defend, indemnify and hold harmless LANDLORD, LANDLORD’s officers, agents and employees from and against any all claims, demands, actions, causes of action, loss and liability resulting from or arising from (a) the presence, disposal, release or threatened release of any Hazardous Material, or dangerous medical waste product that is on, from or affecting the soil, water, vegetation, buildings, personal property, persons, animals or otherwise; (b) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to that Hazardous Material; (c) any lawsuit brought or threatened, settlement reached, or governmental order relating to that Hazardous Material; or (d) any violation of the laws applicable thereto caused by the TENANT. TENANT further warrants and represents that should TENANT or TENANT’s guest, customers or any other person leak, discharge, spill or dispose of any hazardous substance on said property that it will assume total financial responsibility for clean-up of said substance and further it will reimburse LANDLORD for any damage LANDLORD might incur arising from said leak, discharge, spill or disposal.

7.05. LANDLORD shall defend, indemnify and hold harmless TENANT, TENANT’s officers, agents and employees from and against any all claims, demands, actions, causes of action, loss and liability resulting from or arising from (a) the presence, disposal, release or threatened release of any Hazardous Material, or dangerous medical waste product that is on, from or affecting the soil, water, vegetation, buildings, personal property, persons, animals or otherwise; (b) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to that Hazardous Material; (c) any lawsuit brought or threatened, settlement reached, or governmental order relating to that Hazardous Material; or (d) any violation of the laws applicable thereto caused by the LANDLORD. LANDLORD further warrants and represents that should LANDLORD or LANDLORD’s guests, customers or any other person leak, discharge, spill or dispose of any hazardous substance on said property that it will assume total financial responsibility for clean-up of said substance and further it will reimburse TENANT for any damage TENANT might incur arising from said leak, discharge, spill or disposal.

7.06: The provisions of this Section 7 shall be in addition to any other obligations and liabilities TENANT or LANDLORD may have to TENANT or LANDLORD at law or equity and shall survive the transactions contemplated herein and shall survive the termination of the Lease.

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8.01: MAINTENANCE OF LEASED PREMISES: Except as provided herein otherwise, the interior of the rental area shall be maintained by the TENANT, including but not limited to wall and floor coverings, painting, and regular normal maintenance of heating, air conditioning, plumbing and doors.

8.02:  Except as provided herein otherwise, the exterior of the structure shall be maintained as follows:

(a)LANDLORD shall be responsible for the walls, door and window frames and seals, roof, guttering and utility connections.

(b)TENANT shall be responsible for the door glass, window glass, and all exterior lighting.

8.03: Except as provided herein otherwise, mechanical, electrical, plumbing, heating and air conditioning units including repair and replacement within the Leased area shall be the responsibility of the TENANT.

8.04: Except as provided herein otherwise, maintenance and repair of grounds shall be the responsibility of the TENANT, including but not limited to, drive ways, parking areas, landscaping, sidewalks, lawn care and snow removal.

8.05: Except as provided herein otherwise, TENANT shall be responsible for any maintenance or repair not mentioned in this Lease. This is a net Lease, the intent being the rent received by the LANDLORD shall be free of any expense in connection with the care, maintenance and operation of the Leased Premises.

8.06: Except as provided herein otherwise, TENANT shall be responsible for the deductible portion of expense not covered by the casualty insurance policy should a casualty occur. The deductible portion of said policy shall be no more than One Thousand Dollars ($1000.00).

8.07: Except as provided herein otherwise, LANDLORD shall not be liable to TENANT or any other person, including the guests, customers, invitees, and employees of TENANT for any damage to their person or property caused by the failure of the TENANT to properly maintain the Leased Premises, except if the result of the LANDLORD’s negligence or intentional acts or omission.

9.01: DESTRUCTION: If the Leased Premises should be damaged or destroyed by fire or other cause to such an extent that the cost of repair and restoration would be more than fifty percent (50%) of the amount it would cost to replace the Leased Premises in their entirety at the time such damage or destructing took place, then LANDLORD shall have the right to cancel this Lease by giving TENANT notice of such election within thirty (30) days after the occurrence of such damage or destruction and this Lease shall terminate as of fifteen (15) days after the date such notice is given.

9.02: If LANDLORD fails to exercise this option to terminate then LANDLORD shall at LANDLORD’s expense promptly repair and restore the Leased Premises to substantially the same condition they were in prior to the damage or destruction. The LANDLORD shall at LANDLORD’s expense promptly repair and restore the Leased Premises to substantially the same condition it was in

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prior to the damage or destruction, commencing such within thirty (30) days after the occurrence of such damage or destruction, and diligently finishing the same in not greater than one hundred twenty (120) days after the deadline for said option expires.

9.03: If the Leased Premises should be damaged by fire or other causes to such an extent that the costs of repair and restoration would be less than fifty percent (50%) of the amount it would cost to replace the Leased Premises in their entirety at the time such damage or destruction took place, then this Lease shall not terminate and the LANDLORD shall at LANDLORD’s expense promptly repair and restore the Leased Premises to substantially the same condition it was in prior to the damage or destruction, commencing such within thirty (30) days after the occurrence of such damage or destruction, and diligently finishing the same in not greater than one hundred twenty (120) days.

9.04: In the event the Leased Premises are damaged or destroyed, the rents herein provided, or a fair and equitable portion thereof shall be abated until such time as the Leased Premises are repaired and restored. The term of this Lease shall be extended for a period equal to the period during which there has been a complete abatement of rent.

9.05: The opinion of an architect or registered engineer appointed by LANDLORD and TENANT as to the costs or repair, restoration or replacement shall be controlling upon the parties. LANDLORD’s obligation to restore or repair does not include fixtures or improvements installed or owned by TENANT. The provisions of this Section are not intended to limit, modify or release TENANT from any liability it may have for damage or destruction.

10.01: CONDEMNATION: If the whole of the Leased Premises shall be condemned or taken either permanently or temporarily for any public or quasi-public use or purpose, under any statute or by right of eminent domain, or by right of private purchase in lieu thereof, then and in that event, the term of this Lease shall cease and terminate from the date of possession of the Leased Premises by such condemning authority. In the event a portion only of the Leased Premises or a portion of the Building shall be so taken (even though the Leased Premises may not have been affected by the taking of some other portion of the Building), either party may elect to terminate this Lease from the date of title vesting and such proceeding or purchase, or LANDLORD may elect to repair and restore, at LANDLORD’s own expense, the portion not taken and thereafter the rent shall be reduced proportionately (ie. based on the ratio that the square feet of the Leased Premises immediately prior to such condemnation bears to the square feet of the Leased Premises remaining thereafter). If twenty five percent (25%) or more of the floor area of the Leased Premises shall be so taken, TENANT may cancel and terminate this Lease effective as of the date possession of such portion condemned shall be taken by such condemning authority, provided that such option to cancel is exercised within sixty (60) days of the receipt of notice by TENANT to the effect that such condemnation exceeds twenty five percent (25%) of the floor area of the Leased Premises. Both TENANT and LANDLORD shall cooperate with one another in such condemnation and shall execute all documents required to that end.

11.01: LIENS: TENANT agrees to pay promptly for any work contracted for by TENANT or done for TENANT’s account (or material furnished therefor) in, on or about the Leased Premises. TENANT shall not permit or suffer any lien to attach to the Leased Premises and shall promptly cause any such lien or Statement of Intention to Hold a Mechanic’s Lien or any other claim therefor, to be released. If a Statement of Intention to hold a Mechanic’s Lien or other claim of a mechanic’s lien is filed,

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LANDLORD, at LANDLORD’s option, may compel the prosecution of an action for pursuit or foreclosure of such mechanic’s lien filing by the lienor.

11.02: In the event TENANT contests any such claim, TENANT agrees to indemnify LANDLORD and, if requested by LANDLORD, to deposit or escrow with LANDLORD cash or surety bond in form and with a company satisfactory to LANDLORD in an amount equal the amount of such contested claim. Any escrow of cash pursuant to this provision shall be deposited in a separate interest-bearing escrow account with the LANDLORD’s attorney and not commingled. Interest earned shall be at the highest rate reasonably achievable and any such interest earned shall be paid to the TENANT when the escrow funds are returned to TENANT upon TENANT’s successful discharge of such lien. Otherwise, said interest shall be paid to the LANDLORD. If TENANT shall fail to cause such lien forthwith to be so discharged or bonded after being notified of the filing thereof, then this Lease shall be deemed in default and in addition to any other right or remedy of LANDLORD, LANDLORD may discharge the same by paying the amount claimed to be due, and the amount so paid by LANDLORD together with LANDLORD’s attorneys’ fees and interest therein at eighteen percent (18%) per annum or the highest annual interest rate permitted under applicable law.

11.03: Nothing in this Lease shall be deemed or construed to constitute consent to or request to any party for the performance of any labor or services, or the furnishing of any materials for the improvement, alteration or repairing of the Leased Premises; nor as giving TENANT the right of authority to contract for, authorize or permit the performance of any labor or services or the furnishings of any material that would permit the attaching of a valid Mechanic’s Lien or other lien right.

11.04: TENANT’s obligation to observe and perform any of the provisions of this Article 10 shall survive the expiration of the term hereof or the earlier termination of this Lease. TENANT and LANDLORD shall immediately give the other party written notice of the recording of any lien or other claim of and against the Leased Premises in connection with any work done by or at the direction of either party.

12.01: EVENTS OF DEFAULT BY TENANT:  Any of the following shall be deemed an Event of Default:

(a)The failure to pay any installment of rent when the same becomes due and the failure continues for five (5) days after written notice thereof is given to TENANT.

(b)TENANT’s failure to perform or observe any other covenant, term or condition of this Lease to be performed or observed by TENANT, and if curable, the failure continues for fifteen (15) days after written notice thereof is given to TENANT.

(c)Abandonment of the Leased Premises.

(d)Any petition is filed by or against TENANT in bankruptcy and not dismissed within thirty days after said filing thereof, or TENANT takes advantage of any debtor relief after the filing thereof under any present or future law, whereby the Lease payment hereunder or any part thereof is or is imposed to be reduced or deferred, or TENANT becomes insolvent, or a receiver is appointed for a substantial part of TENANTS assets.

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13.01: LANDLORD’S REMEDIES: Upon the occurrence of any Event of Default, LANDLORD may, at LANDLORD’s option, in addition to any other remedy or right LANDLORD has hereunder or by law: (1) Re-enter the Leased Premises, without demand or notice, and resume possession by an action in law or equity or by force or otherwise, and without being liable in trespass for any damages and without terminating this Lease. LANDLORD may remove all persons and property from the Leased Premises and such property may be removed and stored at the cost of TENANT. (2) Terminate this Lease at any time upon the date specified in a notice to TENANT. TENANT’s liability for damages shall survive such termination. Upon termination, such damages recoverable by LANDLORD from TENANT shall, at LANDLORD’s option, be either an amount equal to “Liquidated Damages” or an amount equal to “Indemnity Payments”.

13.02: “Liquidated Damages” means an amount equal to the excess of the rentals provided for in this Lease which would have been payable hereunder by TENANT, had this Lease not so terminated, for the period commencing with such termination and ending with the date set for the expiration of the original term granted, (hereinafter referred to as “Unexpired Term”). Said total Liquidated Damages are due and pay immediately; provided however, the LANDLORD shall retain a duty to mitigate LANDLORD’s damages and accordingly, to the extent the LANDLORD later recovers rentals from another within said original term of this Lease, such rental as recovered shall be refunded and promptly reimbursed to TENANT.

13.03: “Indemnity Payments” means an amount equal to the rent and other payments provided for in this Lease which would have become due and owing thereunder from time to time during the Unexpired Term plus the cost and expenses paid or incurred by LANDLORD from time to time in connection with:

(a)Obtaining possession of the Leased Premises;

(b)Removal and storage of TENANT’s or other occupant’s property;

(c)Care, maintenance and repair of the Leased Premises while vacant;

(d)Reletting the whole or any part of the Leased Premises;

(e)Repairing, altering, renovating, partitioning, enlarging, remodeling or otherwise putting the Leased Premises, either separately or as part of larger Leased Premises, into condition acceptable to, and necessary to obtain new tenants; and

(f)Making all repairs, alterations and improvements required to be made by TENANT hereunder and performing all covenants of the TENANT relating to the condition of the Leased Premises, less the rent and other payments, if any, actually collected and allocable to the Leased Premises or to the portions thereof relet by LANDLORD. TENANT shall on demand make Indemnity Payments monthly and LANDLORD can sue for all Indemnity Payments as they accrue;

provided however, the LANDLORD shall retain a duty to mitigate LANDLORD’s damages and accordingly, to the extent the LANDLORD later recovers rentals from another within said original term of this Lease, such rental as recovered shall be refunded and promptly reimbursed to TENANT.

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14.01: EVENTS OF DEFAULT BY LANDLORD:  Any of the following shall be deemed a LANDLORD Event of Default:

(a)LANDLORD’s failure to perform or preserve any covenant, term or condition of this Lease to be performed or observed by the TENANT,  where such failure continues forth fifteen (15) days after written notice thereof is give to the LANDLORD.

(b)Any petition that is filed by or against LANDLORD in bankruptcy and is not dismissed within thirty (30) days after said filing thereof, or LANDLORD takes advantage of any relief after the filing thereof under any present or future law, whereby the lease obligations, covenants, terms or condition imposed thereunder are reduced or deferred, or LANDLORD becomes insolvent or a receiver is appointed for a substantial part of LANDLORD’s assets.

15.01: TENANT’S REMEDIES: Upon the occurrence of any LANDLORD Event of Default, TENANT may, at TENANT’s option, in addition to any other remedy or right it has hereunder or by law, without being obligated and without waiving such rights, cure such default and apply the cost of curing said default against the rent due under this Lease or the purchase price as set forth under the option to purchase granted herein.

16.01: ATTORNEY’S FEES: In the event of any arbitration or litigation between the parties hereto involving this Lease or the respective rights of the parties hereunder, the party who is unsuccessful in such arbitration or litigation shall pay to the successful party reasonable attorney fees, court costs and expenses of such arbitration or litigation incurred by such successful party.

17.01: ACCESS BY LANDLORD TO LEASED PREMISES: LANDLORD, LANDLORD’s Agents, and LANDLORD’s prospective tenants, purchasers or mortgages shall be permitted to inspect and examine the Leased Premised at all reasonable times, upon twenty-four (24) hours advance written notice, unless entry and inspection is made necessary for the LANDLORD by an emergency, whereupon no advance notice will be required of the LANDLORD. LANDLORD shall have the right to make any repairs to the Leased Premises which LANDLORD may deem necessary, but this provision shall not be construed to require LANDLORD to make repairs except as is otherwise required hereby. For a period commencing three (3) months prior to the expiration of the term of this Lease, LANDLORD may maintain “For Rent/Sale” signs on the front or on any part of the Leased Premises.

18.01: QUIET ENJOYMENT: If TENANT shall perform all of the covenants and agreements herein provided to be performed on TENANT’s part, TENANT shall, at all times during the term, have the peaceable and quiet enjoyment of possession of the Leased Premises without any manner of hindrance from LANDLORD or any parties lawfully claiming under LANDLORD.

19.01: EXCULPATION: TENANT agrees that it shall look solely to the estate and property of the LANDLORD in the Leased Premises and any tracts of land owned by the LANDLORD in said Burkhardt Crossing Subdivision, for the collection of any judgement requiring the payment of money by LANDLORD with respect to any of the terms, covenants and conditions of this Lease to be observed and or preformed by LANDLORD and no other property or assets of LANDLORD shall

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become subject to levy, execution, attachment or other enforcement procedure for the satisfaction of the remedies.

20.01: GENERAL AGREEMENT OF PARTIES: This Lease shall extend to and be binding upon the heirs, personal representatives, successors and assigns of the parties. This provision, however, shall not be construed to permit the assignment of this Lease, except as may be permitted herein.

21.02: When applicable, use of the singular form of any work shall mean or apply to the plural and the neuter form shall mean or apply to the feminine or masculine. The captions and article numbers appearing in this Lease are inserted only as a matter of convenience and are not intended to define, limit, construe or describe the scope or intent of such provisions. No waiver by TENANT or LANDLORD of any Event of Default shall be effective unless in writing, nor operate as a waiver of any default or of the same default on a future occasion.

22.01: NOTICES: All notices to be given under this Lease shall be in writing, and shall be deemed to have been given and served when delivered in person, by UPS, Federal Express (or similar overnight carrier), via facsimile transmission, or by United States mail, postage pre-paid to the addressee at the following addresses:

TO LANDLORD:	Attention: Robert Woodward, Jr. Woodward, LLC. 7321 Eagle Crest Boulevard Evansville, Indiana 47715 Facsimile Number: 812-473-0623
TO TENANT:	Attention: Chief Financial Officer Accuride Corporation 2315 Adams Lane P. O. Box 40 Henderson, Kentucky 42419-0040 Facsimile Number: (502) 827-6814
COPY TO:	Attention: G. Michael Schopmeyer, Esq. Kahn, Dees, Donovan & Kahn, LLP 305 Fifth and Main Building P. O. Box 3646 Evansville, Indiana 47735-3646 Facsimile Number (812) 423-3841

Any party may change its mailing address by serving written notice of such change and of such new address upon the other party.

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23.01: UTILITIES:  The payment of the utilities shall be the responsibility of the party indicated below:

Gas and oil to Leased area shall be paid by:	TENANT
Electricity to Leased area shall be paid by:	TENANT
Water to Leased area shall be paid by:	TENANT

24.01: TAXES AND INSURANCE: The payment of real property taxes and fire, casualty and extended coverage property insurance, including earthquake and “all risk” liability coverage, which LANDLORD shall secure, in the coverage amount of Four Million Five Hundred Thousand and 00/100th Dollars ($4,500,000.00) on the property, shall be the responsibility of the TENANT. Said coverage shall be purchased through an underwriter agree upon by the parties and both TENANT and LANDLORD shall be listed as named or additional insured. This insurance shall not be subject to cancellation except after at least thirty (30) days advance written notice to both parties. LANDLORD shall pay the tax and insurance bills and shall immediately send proof of payment to TENANT. TENANT shall within ten days of receipt of said proof repay LANDLORD for said expense. Payment of tax bills shall be made in a timely fashion that gives the TENANT the benefit of any available discounts. TENANT shall be responsible for all tax and insurance bills received during the term of the Lease, beginning with the first bill received after TENANT’s initial occupancy of the Leased Premises. TENANT shall be responsible for maintaining TENANT’s own insurance on TENANT’s property, furniture and fixtures, and TENANT improvements made to Leased Premises. Both the TENANT and LANDLORD shall have the right to appeal or challenge any property tax assessment with respect to the Leased Premises. The parties hereby covenant and agree to cooperate with the other party in the event any such appeal or challenge of the property tax assessment is raised in an effort to reduce the property tax assessed for the Leased Premises.

25.01: RENEWAL OF LEASE: Upon the expiration of the initial term of this Lease or the first renewal hereof, in the event that there is not a pending a breach of this Lease, TENANT shall have the right to renew this Lease for two (2) additional periods of five years each. For each renewal, thereafter the rent shall be adjusted to reflect a 15% increase in the monthly lease amount. TENANT shall give LANDLORD written notice 180 days in advance of any Lease expiration of TENANT’s intent to renew said Lease.

25.02: TENANT’s failure to provide LANDLORD written notice of intent to renew 180 days prior to Lease expiration shall relieve LANDLORD of any and all responsibility to renew TENANT’s Lease.

26.01: INDEMNITY OF LANDLORD: TENANT shall indemnify and save harmless LANDLORD against and from (i) any and all claims against LANDLORD of whatever nature arising from any act, omission or negligence of TENANT, TENANT’s contractors, licensees, agents, servants, employees, invitees and/or visitors, (ii) all claims against LANDLORD arising from any accident, injury or damage whatsoever caused to any person or to property of any person and occurring during this Lease in, around or about the Leased Premises, arising from any act, omission or negligence of TENANT, TENANT’s contractors, licensees, agents, servants, employees, invitees and/or visitors, (iii) all claims against LANDLORD arising from any accident, injury or damage occurring outside of the Leased Premised, but within or about the Leased Premises and Building where such accident, injury or damage results or is caused by an act of omission of TENANT, TENANT’s contractors, licensees, agents, servants, employees, invitees and/or visitors, and (iv) any breach, violation or non-performance

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of any of the terms, covenants and conditions contained in this Lease on the part of TENANT to be fulfilled, kept, observed and performed. This indemnity and hold harmless covenant shall include indemnity from and against any and all liability, fines, suits, demands, costs and expenses (including attorneys’ fees and disbursements) of any kind or nature incurred in connection with any such claim or proceeding brought thereon, and the defense thereof by the LANDLORD including attorneys fees. This indemnity and hold harmless covenant shall survive the termination of this Lease for acts or omissions alleged to have occurred during the Lease term and for any period of time prior to the commencement of the Lease term during which TENANT was given access to the Leased Premises.

27.01: INDEMNITY OF TENANT: LANDLORD shall indemnify and save harmless TENANT against and from (i) any and all claims against TENANT of whatever nature arising from any act, omission or negligence of LANDLORD, LANDLORD’s contractors, licensees, agents, servants, employees, invitees and/or visitors, (ii) all claims against TENANT arising from any accident, injury or damage whatsoever caused to any person or to property of any person and occurring during this Lease in, around or about the Leased Premises, arising from any act, omission or negligence of LANDLORD, LANDLORD’s contractors, licensees, agents, servants, employees, invitees and/or visitors, (iii) all claims against TENANT arising from any accident, injury or damage occurring outside of the Leased Premised, but within or about the Leased Premises and Building where such accident, injury or damage results or is caused by an act of omission of LANDLORD, LANDLORD’s contractors, licensees, agents, servants, employees, invitees and/or visitors, and (iv) any breach, violation or non-performance of any of the terms, covenants and conditions contained in this Lease on the part of LANDLORD to be fulfilled, kept, observed and performed. This indemnity and hold harmless covenant shall include indemnity from and against any and all liability, fines, suits, demands, costs and expenses (including attorneys’ fees and disbursements) of any kind or nature incurred in connection with any such claim or proceeding brought thereon, and the defense thereof by the TENANT including attorneys fees. This indemnity and hold harmless covenant shall survive the termination of this Lease for acts or omissions alleged to have occurred during the Lease term and for any period of time prior to the commencement of the Lease term during which LANDLORD was given access to the Leased Premises.

28.01: LIABILITY INSURANCE: The TENANT agrees to carry public liability insurance with a company or companies qualified to engage in the insurance business within the State of Indiana, wherein LANDLORD and TENANT shall be named as parties insured and shall provide that the insurer may not cancel or materially alter the coverage without ten (10) days prior written notice to LANDLORD.

28.02: Said public liability insurance shall cover any and all liability occurring on the Leased Premises or upon the public ways adjoining the Leased Premises, and the combined single limit (bodily injury and property damage) of said insurance shall not be less than One Million Dollars ($1,000,000.00) and such minimal amounts of insurance shall not be changed without the prior written consent of LANDLORD. The premiums for all of the aforesaid public liability insurance shall be paid by TENANT and TENANT shall furnish LANDLORD with certificates of such insurance and evidence that such policies are in full force and effect and that the premiums are fully paid throughout the term of this Lease.

29.01: BILLBOARD REMOVAL AND RESTRICTIVE COVENANTS: The LANDLORD agrees to cause, before the commencement of this Lease, the removal of the two (2) billboards located along

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I-164 south of Lot 4 in the Burkhardt Crossing Subdivision, and cause restrictive covenants running with the land to be recorded barring all current and future titleholders from the erection of any new billboards on Lots 4 through 14. “Billboards” as used in this provision shall have the same meaning as defined under the Vanderburgh Zoning Code.

29.02: The LANDLORD agrees to cause, to the acceptance of TENANT’S legal counsel, before December 1, 1998, restrictive covenants or obtain a first right of refusal running with the land to be recorded restricting the use of Lots 7, 8, 9, 13 and 14 of said Subdivision to uses limited to the following category of uses:

•Office buildings;

•Exercise or sports clubs; or

•Mobil three-star or three diamond or greater rated hotels.

In the event any such acceptable use of said Subdivision lots is deemed at the TENANT’S discretion to be unappealing to the Leased Premises, LANDLORD agrees it will cause to be planted and maintained a staggered double row of not less than three-inch caliber white pine trees along the boundary line bordering such offensive use.

30.01: CONSTRUCTION OF LEASED PREMISES: The LANDLORD shall, on or before November 1, 1999, construct the Leased Premises according to the Work Letter Agreement which is attached hereto as Exhibit “C” and made a part hereof. Notwithstanding anything herein to the contrary, all of the improvements constructed pursuant to said Work Agreement shall be fully warranted against any defects for a period of two (2) years from the completion of said construction. Notwithstanding any provision herein to the contrary, the LANDLORD warrants that the Leased Premises meet the requirements of the Americans With Disabilities Act for all portion of the Lease Premises, LANDLORD has constructed throughout the term of this Lease. The LANDLORD shall purchase and maintain throughout the term of any construction of the Leased Premises, Builder’s Risk insurance coverage with an insurance carrier and liability limitations and deductibles acceptable to both parties.

31.01: EXPANSION OF PREMISES: The LANDLORD agrees that at the TENANT’s option, at any time during the first seven (7) years of the term of this Lease, elect to have the Leased Premises expanded by not less than ten thousand (10,000) square feet and not more than fifteen thousand (15,000) square feet. Upon such election by the TENANT, the LANDLORD shall diligently complete such expansion within eight (8) months. Such expansion shall be performed by the LANDLORD consistent with the Work Letter Agreement and other terms and conditions contained herein, including but not limited to the Construction of Leased Premises clause set forth in this Lease. The other terms and conditions of this Lease, including the per square foot rental rate and per square foot option purchase price, shall remain the same for such expanded premises as for the Leased Premises described in this Lease; provided however, the term of this Lease and all renewal rights set forth hereunder shall be extended out for a period of five (5) years from the date of completion of such expansion.

32.01: APPLICABLE LAW:  This Lease shall be interpreted and enforced according to laws of the State of Indiana.

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33.01: OPTION TO PURCHASE: LANDLORD grants to TENANT the option to purchase the Lease Premises upon the terms and conditions set forth in the attached Exhibit “D” which is attached hereto and made a part hereof. The TENANT’s election to exercise this option shall be evidenced by written notice delivered to the LANDLORD, not sooner than the ninth (9th) anniversary, but before the tenth (10th) anniversary, of the commencement of this Lease and prior to the expiration of this Lease Term. The TENANT’s right to exercise the Option to Purchase herein granted is conditioned upon the TENANT having paid all rent due hereunder current through the date of exercising this Option.

34.01: ARBITRATION: Any and all disputes arising relating to the Agreement shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and any judgment or award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding said Rules, any arbitration hearing to take place hereunder shall be conducted in Evansville, Indiana, before one (1) arbitrator who shall be an attorney from Indianapolis, Indiana, and who has substantial experience in real estate law issues. However, neither party shall institute an arbitration, or any other proceeding to resolve such disputes between the parties before that party has sought to resolve disputes through direct negotiation with the other party. If disputes are not resolved within three (3) weeks after a demand for direct negotiation, the parties shall attempt to resolve disputes through mediation conducted in Evansville, Indiana. If the parties do not agree on mediator within ten (10) days, either party may request the American Arbitration Association to appoint a mediator who shall be an attorney from Indianapolis, Indiana, and who has substantial experience in real estate law issues. If the mediator is unable to facilitate a settlement of disputes within forty-five (45) days, the mediator shall issue a written statement to the parties to that effect and the aggrieved party may then seek relief through arbitration as provided above. The fees and expenses of the mediator shall be split and paid equally by each of the parties. In the event of any arbitration between the parties hereto involving this Agreement or the respective rights of the parties hereunder, the party who does not prevail in such arbitration shall pay to the prevailing party reasonable attorneys’ fees, costs and expenses of such arbitration incurred by the prevailing party. Each party hereby consents to a single, consolidated arbitration proceeding of multiple claims, or claims involving more than two (2) parties. Either party may apply to any court of competent jurisdiction for injunctive relief or other interim measures in aid of the arbitration proceedings or to enforce the arbitration award, but not otherwise, and the non-prevailing party shall be responsible for all costs thereof, including but not limited to attorney fees. Any such application to a court shall not be deemed incompatible or a waiver of this section. The arbitrator shall be required to make written findings of fact and conclusions of law to support their award. Notwithstanding anything to the contrary in the Commercial Arbitration Rules and supplementary procedures, the arbitrator shall not be authorized or empowered to award punitive damages or damages in excess of the amounts set forth within this Agreement, and the parties expressly waive any claim to such damages.

35.01: RECORDING: The LANDLORD and TENANT hereby agree that prior to, at the commencement of, or during the term of this Lease, at the request of the other party, they will execute, acknowledge and deliver a Short Form Lease and the Option to Purchase contained herein for recording in the Office of the Recorder of Vanderburgh County, Indiana. Recording fees and any other costs associated therein shall be paid by the party requesting such Short Form Lease.

36.01: TITLE INSURANCE: The LANDLORD shall furnish to TENANT a Commitment for Title Insurance from Evansville Titles Corp., Lawyers Title Insurance Company, or Ticor Title Insurance

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Company, insuring the TENANT’s leasehold interest to the satisfaction of TENANT’s legal counsel. To the extent there are subrogation of mortgages or other non-disturbance agreements that must be procured in order to affect clean title for purposes of this Lease and the Option to Purchase contained herein, the LANDLORD shall be responsible for such expenses and fees attributable to assure priority and marketability of the title thereto. The LANDLORD shall pay the portion of the title insurance cost of the service which is equivalent to the abstract extension with TENANT to pay the balance of the title insurance costs. Such Commitment for Title Insurance shall be secured promptly upon execution of this Lease. Should LANDLORD be unable to convey marketable title as required by this Lease, and the defect or defects are not waived by TENANT, LANDLORD’s sole obligation shall be to return promptly return any sums expended by TENANT relating to this Lease, providing however, that TENANT shall have the right to pay and satisfy any existing liens not otherwise assumed by LANDLORD and deduct the same from the purchase price. If the LANDLORD refuses to perform as required, TENANT may pursue all available legal and equitable remedies to cure such title defects, if the TENANT chooses not to terminate this Lease.

37.01: FORCE MAJEURE: This Lease and terms and conditions hereunder shall in no way be affected, impaired or excused because either party is unable to fulfill any of its obligations under this Lease, or to supply, or is delayed in supplying, any service, expressly or impliedly to be supplied hereunder, if either party is prevented or delayed from doing so by reason of strikes or labor troubles or any outside cause or force majeure of any kind whatsoever, including, but not limited to, governmental preemption in connection with a national emergency, or by reason of any rule, order or regulation of any department or subdivision of any governmental agency, or by reason of supply and demand which have been affected or are affected war or other emergency; provided however, rent as provided for under this Lease shall appropriately abate during such period of delay.

37.01: MISCELLANEOUS: All time limits stated in this Lease are of the essence of this Contract and essential to the performance hereof. In the event that any of the provisions of this Lease shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision shall be enforced to the fullest extent permissible and the remaining portion of this Lease shall remain in full force and effect. This Lease may be executed simultaneously in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The recitals set forth in the above preamble are incorporated herein by this reference and made a part of this Agreement. All headings set forth herein are included for the convenience of reference only and shall not affect the interpretation hereof, nor shall any weight or value be given to the relative position of any part or provision hereof in relation to any other provision in determining such construction. This instrument is the final agreement, contains the entire, complete and exclusive agreement between the parties concerning the lease of the Real Estate, and supersedes all prior oral or written understandings, agreements or contracts, formal or informal, between the parties. THIS PROVISION, AND EACH AND EVERY OTHER PROVISION OF THIS LEASE MAY NOT UNDER ANY CIRCUMSTANCES BE MODIFIED, CHANGED, AMENDED OR PROVISIONS HEREUNDER WAIVED VERBALLY, BUT MAY ONLY BE MODIFIED, CHANGED, AMENDED OR WAIVED BY A LEASE IN WRITING EXECUTED BY ALL PARTIES HERETO.

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IN WITNESS WHEREOF, LANDLORD and TENANT have executed this Lease on this 26th day of October, 1998, and if this Lease is executed in counterparts, each shall be deemed an original.

ACCURIDE CORPORATION		WOODWARD, LLC
By:	/s/ William P. Greubel	By:	/s/ Robert G. Woodward, Jr.
	William P. Greubel, President and Chief Executive Officer		Robert G. Woodward, Jr.

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LEASE ASSIGNMENT

As of August 29, 2002, Woodward LLC assigned the following Lease to Thomas B. Logan, Mark B. Logan, Steven W. Kahre and Evan L. Beck to do business as Viking Properties, LLC.

Woodward, LLC assigns the Lease for the real estate located at 7140 Office Circle, Evansville, IN 47715, commonly referred to as the Accuride Building.

/s/ Robert G. Woodward, SR	8/27/02
Robert G. Woodward, SR	Date
Manager
Woodware, LLC
/s/ Evan L. Beck	8/30/—
Evan L. Beck	Date
Viking Properties, LLC

SECOND ADDENDUM TO LEASE AGREEMENT

WITH OPTION TO PURCHASE

THIS SECOND ADDENDUM TO LEASE AGREEMENT WITH OPTION TO PURCHASE (“Second Addendum”), is effective as of November 1, 1999 by and between WOODWARD, LLC, an Indiana limited liability company (“LANDLORD”), and ACCURIDE CORPORATION, a Delaware corporation (“TENANT”).

WITNESSETH THAT:

WHEREAS, LANDLORD and TENANT entered into a Lease Agreement with Option to Purchase dated as of October 26, 1998 (the “Lease”) for certain real estate commonly known as Office Circle Fronting I-164, which is more particularly described in the Exhibit “A” made a part hereof (the “Leased Premises”); and

WHEREAS, the term of the lease began on November 1, 1999 and will end on October 31, 2009; and

WHEREAS, LANDLORD and TENANT have entered into a First Addendum to Lease Agreement with Option to Purchase dated as of January 6, 1999 (the “First Addendum”) in which LANDLORD assigned to TENANT the right to enforce certain restrictive covenants running in favor of the Leased Premises; and

WHEREAS, LANDLORD represents and warrants it has purchased the Additional Real Estate (as defined below); and

WHEREAS, LANDLORD desires to lease to TENANT and TENANT desires to lease from LANDLORD the Additional Real Estate; and

WHEREAS, LANDLORD and TENANT desire to amend the Lease to include the Additional Real Estate, upon the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the premises, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by both parties hereto, the parties agree as follows:

1)Leased Premises.  The “Leased Premises” is hereby amended to include Lot 9 in Burkhardt Crossing, an addition lying near the City of Evansville, as per plat thereof, recorded in Plat Book P, Page 134 in the office of the recorder of Vanderburgh County, Indiana, containing 1.04 acres of land, more or less (the “Additional Real Estate”).

2)Monthly Rental.  The monthly rental amount contained in Section 1.01 of the Lease is hereby deleted and amended to read as follows:

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“Months 1 thru 60:The monthly rental amount shall be the sum of Forty One Thousand One Hundred Six and 00/100ths Dollars ($41,106.00) per month.  Fourteen and 33/100ths Dollars ($14.33) per square foot.

Months 61 thru 120:The monthly rental amount shall be the sum of Forty Five Thousand Two Hundred Seventeen and 00/100ths Dollars ($45,217.00) per month, representing an annual rate of Fifteen and 76/100ths Dollars ($15.76) per square foot.”

3)Option to Purchase.  Exhibit “D” to the Lease regarding the Option to Purchase is hereby amended to delete paragraph 1 and amend said paragraph to read as follow:

“1.  PURCHASE PRICE.  Except as provided under paragraph 31.01 of said Lease, the net purchase price of the Leased Premises shall be the sum of Four Million Nine Hundred Thirty Thousand and 00/100ths Dollars ($4,930,000.00) (“Purchase Price”); provided, however, the Purchase Price shall be Five Million Two Hundred Thirty Thousand and 00/100ths Dollars ($5,230,000.00) if this Lease is being exercised by any assignee or subleasee of the Lease.”

4)Title Insurance.  Pursuant to Section 36.01 of the Lease, LANDLORD shall furnish TENANT a Commitment for Title Insurance for the Additional Real Estate as provided in the Lease.

5)Novation; Controlling Effect.  This Second Addendum constitutes a revision only, and shall not constitute or effect a novation of the Lease or First Addendum.  Except herein provided, all of the terms and conditions of the Lease and the First Addendum are in all respects ratified, approved and confirmed and shall remain in full force and effect, and the terms of the same, as amended, shall apply to the creation, execution and interpretation of this Second Addendum.

6)Miscellaneous.  This Second Addendum along with the Lease and the First Addendum and all previous amendments thereto are the final agreement and contain the entire, complete and exclusive agreement between the parties regarding the matters addressed therein.   The recitals set forth in the above preamble are incorporated herein by this reference and made a part of this Second Addendum.  NO PROVISION OF THIS SECOND ADDENDUM MAY BE MODIFIED, CHANGED, AMENDED OR WAIVED EXCEPT BY A WRITTEN AGREEMENT EXECUTED BY THE PARTIES.

IN WITNESS WHEREOF, the parties have executed this Second Addendum effective as of the date first above written.

WOODWARD, LLC		ACCURIDE CORPORATION
By:	/s/ Robert G. Woodward	By:	/s/ Terrence J. Keating
	Robert G. Woodward, Member	Terrence J. Keating, President & CEO
	”LANDLORD”	“TENANT”

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EX-10.14

Exhibit 10.14

AMENDED AND RESTATED LEASE AGREEMENT

THIS AMENDED AND RESTATED LEASE AGREEMENT (the “Lease”), dated as of April 1, 1999, between KAISER ALUMINUM & CHEMICAL CORPORATION, a Delaware corporation (the “Landlord”), and AKW L.P., a Delaware limited partnership, having an address at 3560 West Market Street, Suite 315, Akron, Ohio 44333 (the “Tenant”) amends and restates that certain Lease Agreement dated as of May 1, 1997, between Landlord and Tenant (the “Original Lease”).

W I T N E S S E T H :

WHEREAS, Landlord, Accuride Corporation (collectively, the “Contributing Parties”), Tenant and AKW General Partner L.L.C., a Delaware limited liability company, entered into a Contribution Agreement, dated as of May 1, 1997 (the “Contribution Agreement”), pursuant to which, inter alia, the Contributing Parties contributed or otherwise caused to be transferred to Tenant certain assets and rights necessary to permit Tenant to engage in the Business (as defined in the Contribution Agreement); and

WHEREAS, Landlord is the owner of certain improved real property located at 1015 E. 12th Street, Erie, Pennsylvania (the “Plant”) at which Landlord conducted certain businesses, including without limitation, certain aspects of the Business; and

WHEREAS, pursuant to the Contribution Agreement, Landlord and Tenant agreed to enter into the Original Lease in order to provide for the leasing by Landlord to Tenant of certain portions of the Plant used in connection with the Business, all on the terms and conditions provided therein; and

WHEREAS, subsequent to the execution of the Original Lease, Landlord ceased to independently conduct manufacturing operations at the Plant and Tenant began to utilize space at the Plant in addition to the Demised Premises (as defined in the Original Lease); and

WHEREAS, the Landlord and Tenant desire to enter into this Amended and Restated Lease Agreement in order to amend the Original Lease to include the Additional Premises (as defined) and to incorporate certain other changes and modifications reflected herein;

NOW, THEREFORE, in consideration of the mutual covenants, and subject to the terms and conditions, contained herein, the parties hereto agree as follows:

ARTICLE 1

Premises - Term

Section 1.1(a) (i) The Landlord, for and in consideration of the rents, covenants and agreements contained in this Lease to be paid, kept and performed by the Tenant, demises and leases to the Tenant, and the Tenant does hereby take and hire, upon and subject to the covenants, terms, conditions and agreements in this Lease, which the Tenant agrees to keep and perform, certain portions of the Plant which are described below and are shown on Exhibit “A-1” attached hereto and made a part hereof:

(1)Building 11- an approximately 26,650 square foot building used for the storage of raw materials, billet preparation and storage for maintenance and production supplies;

(2)Building 22- an approximately 52,650 square foot building which houses the hydraulic presses used to forge and extrude aluminum products, and also houses the hydraulic pumps and contains office space and a maintenance area;

(3)Building 26 - an approximately 33,750 square foot building used for receiving production and maintenance supplies, shipping products and spinning and heat treating products;

(4)Building 16 - an approximately 2,500 square foot building which houses certain employee lockers;

(5)The second floor of the Administration Building;

(6)The training room located in Building 1 comprising an approximately 1,600 square foot area;

(7)The dispensary located in Building 2 comprising an approximately 800 square foot area;

(8)Building 15A - an approximately 1,800 square foot building used to house compressors;

(9)Building 19 - an approximately 800 square foot building used as an oil house;

(10)Building 24 - an approximately 6,500 square foot building used as a battery shop;

(11)The Substation;

(12)Building 3 - an approximately 16,575 square foot building used as a die shop;

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(13)Building 4 - an approximately 16,575 square foot building used as a die shop;

(14)The southern portion of Building 9 - comprising an approximately 2,200 square foot space used as a spinner/furnace loading area;

(15)Building 10 - an approximately 16,800 square foot building used as a storage and layout area;

(16)Building 12 - an approximately 77,109 square foot area, including Buildings 12A, 12B, 12N and 12S, which houses certain maintenance areas, a maintenance and scrap loading dock and solution/aging furnaces;

(17)Building 13 - an approximately 2,800 square foot area used for lab and engineering purposes; and

(18)Building 25 - an approximately 6,500 square foot store room.

(ii)For purposes of this Lease, items (1) through (4) and the eastern portion of item (5) above are collectively referred to in this Lease as the “Original Demised Premises”, items (6) through (11) are collectively referred to in this Lease as the “Designated Original Licensed Premises”, and the remaining portion of item (5) and items (12) through (18) above are collectively referred to in this Lease as the “Additional Premises”, and the Original Demised Premises, the Designated Original Licensed Premises and the Additional Premises are collectively referred in this Lease to as the “Demised Premises”.

(iii)The Landlord also hereby grants to the Tenant, its agents, employees, vendors and contractors a license to use, during the Term, on a non-exclusive basis, the roadways, sidewalks, designated parking lots, portions of the Plant not within the Demised Premises as reasonably necessary in order for AKW to traverse from one portion of the Demised Premises to another in connection with the operation of its business, and other areas as generally shown on Exhibit “A-1” attached hereto and made a part hereof as the “Licensed Premises” (the “Licensed Premises”, and together with the Demised Premises, the “Premises”) for purposes of access to and parking in the vicinity of the Demised Premises.  Landlord may, at its option, at any time during the Term after reasonable prior notice to Tenant (except in the event of an emergency), relocate all or a portion of the Designated Original Licensed Premises or Licensed Premises to other areas in the Plant, provided that such alternative areas provide reasonable access to, and parking in the vicinity of, the Demised Premises.  The Tenant shall use the Premises in accordance with the terms and conditions set forth in this Lease and in Section 6.5 of the Contribution Agreement.  Tenant acknowledges and agrees that the privileges granted Tenant under this Section shall merely constitute a license and shall not be deemed to grant Tenant a leasehold or other real property interest in the Licensed Premises.  This license shall automatically terminate and expire upon the expiration or earlier termination of this Lease and the termination of such license shall be self-operative and no further instrument shall be required to effect such termination.

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(iv)The Premises shall specifically exclude any and all steam tunnels at the Plant and the emergency generator room located between Buildings 11 and 26 housing the diesel generator which provides emergency lighting for the east end of the Plant (collectively, the “Prohibited Areas”), irrespective of whether such Prohibited Areas or access thereto lies within or beneath any portion of the land or improvements comprising the Premises.  Notwithstanding the foregoing, Tenant may access the Prohibited Areas as necessary for purposes of normal routine maintenance of equipment located in those areas; provided that all such work is performed in accordance with applicable laws and regulations, including applicable health and safety regulations.

(b)The Landlord hereby leases to the Tenant the items of personal property set forth on Exhibit “A-2” annexed hereto and made a part hereof (the “Original Personal Property”) and the items of personal property set forth on Exhibit “A-3” annexed hereto and made a part hereof (the “New Personal Property”, the Original Personal Property and the New Personal Property being collectively referred to herein as the “Personal Property”).

Section 1.2(a) This Lease shall have an initial term of ten (10) years (the “Initial Term”), which Initial Term commenced on May 1, 1997 (the “Commencement Date”) and shall expire on the day (the “Expiration Date”) immediately preceding the tenth (10th) anniversary of the Commencement Date, unless the Initial Term shall be extended or sooner terminated as hereinafter provided (the Initial Term, as the same may be extended from time to time, the “Term”).

(b)Provided that this Lease is in full force and effect and that the Tenant is not then in default hereunder beyond any applicable grace periods, the Tenant shall have the right to renew this Lease for three (3) periods of five (5) years each (each, a “Renewal Period”), exercisable by delivery of a written notice (“Tenant’s Renewal Notice”) received by Landlord no later than one hundred eighty (180) days prior to the expiration of the then-current Term.  Each Renewal Period shall commence on the day following the expiration date of the Initial Term or the immediately preceding Renewal Period, as the case may be, and shall end on the fifth (5th) anniversary of such expiration date.  Upon the exercise by the Tenant from time to time of its right to renew as aforesaid, this Lease shall be deemed extended through the last day of the applicable Renewal Period upon the terms and conditions herein set forth except that the Basic Rent (as hereinafter defined) payable during the Renewal Period shall be fixed in accordance with the provisions of Section 2.1(a) and Section 2.1 (b) below.

(c)The Tenant shall have the right to terminate this Lease at any time during the Term by giving the Landlord at least one hundred eighty (180) days’ prior written notice of such termination, which notice shall specify the termination date.  In the event of such termination, all Basic Rent and Additional Rent shall be apportioned as of the termination date set forth in Tenant’s termination notice.

(d)The portions of the Plant being used by Tenant shall not be increased without Landlord’s prior written consent, which consent shall not be unreasonably withheld.  Tenant shall have the right to vacate any portion of the Premises pursuant to the terms of this

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Lease.  The parties hereto acknowledge and agree to communicate and coordinate any contemplated increase or decrease in the portions of the Plant included within the Premises and to promptly enter into written amendments to this Lease to reflect any increase or decrease and reflect any necessary reallocations of the appropriate costs.

ARTICLE 2

Basic Rent - Additional Rent

Section 2.1(a)  The Tenant shall pay to the Landlord during the Initial Term an annual basic rent (the “Basic Rent”) equal to One Dollar per annum, which Basic Rent shall be payable in advance on January 2 of each year during the Initial Term.  If the Term is extended pursuant to Section 1.2(b), the Basic Rent for the first Renewal Period shall be equal to One Dollar per annum, which Basic Rent shall be payable in advance on January 2 of each year during the first Renewal Period.

(b)If the Term is extended from time to time for any Renewal Period after the first Renewal Period, as provided in Section 1.2 (b) above, the Basic Rent for such Renewal Period (the “Renewal Rent”) shall be determined as provided in this Section 2.1(b).  Upon receipt of Tenant’s Renewal Notice, the Landlord and the Tenant shall attempt for thirty (30) days to agree upon the Renewal Rent, which the parties agree shall be the fair market rental value of the Demised Premises, taking into account the Personal Property, the obligation of the Tenant to pay Taxes (hereinafter defined) and other expenses allocated to the Demised Premises as provided elsewhere in this Lease.  Should the Landlord and the Tenant be unable to agree on the Renewal Rent within such thirty (30) day period, the Tenant shall, at its own cost, appoint a disinterested real estate broker licensed in the State of Pennsylvania involved in the rental of similar space in the area in which the Plant is located for at least five (5) years (a “Qualified Broker”) to serve as an appraiser on its behalf and shall give notice thereof to the Landlord within sixty (60) days after the Landlord’s receipt of the Tenant’s Renewal Notice.  The Landlord shall, at its own cost, within thirty (30) days after receiving said notice appoint a second Qualified Broker to serve as appraiser on its behalf and shall give written notice thereof to the Tenant.  The Qualified Brokers shall independently, within thirty (30) days after their appointment, render in writing to the Landlord and the Tenant their independent appraisals of what the annual fair market rental value of the Demised Premises would be for the applicable Renewal Period.  If Landlord and the Tenant or the two (2) Qualified Brokers cannot, within thirty (30) days thereafter, agree on what the annual fair market rental value of the Demised Premises would be for the applicable Renewal Period, the two (2) Qualified Brokers theretofore appointed shall appoint a third Qualified Broker.  The third Qualified Broker shall then promptly select the amount set forth in one or the other of the two appraisals theretofore prepared which such Broker believes most closely approximates the annual fair market value of the Demised Premises, and same shall be the Renewal Rent for the applicable Renewal Period.  The determination of the Qualified Broker(s) shall conclusively be and be deemed to be the Renewal Rent and shall be binding on Landlord and Tenant.  In rendering their determination, the Qualified Brokers shall have no power to modify or in any manner alter or reform any of the provisions of this Lease.  The cost of the third Qualified Broker shall be shared equally by

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Landlord and Tenant.  If, for any reason whatsoever, the Renewal Rent has not been determined on or prior to the commencement of the applicable Renewal Period, Tenant shall pay to the Landlord on account of Basic Rent (subject to retroactive adjustment back to the beginning of the applicable Renewal Period once the Basic Rent is determined) one hundred ten (110%) percent of the Basic Rent payable by the Tenant immediately prior to the commencement of the applicable Renewal Period.

Section 2.2(a)  In addition to the Basic Rent, the Tenant shall pay and discharge, as additional rent (the “Additional Rent”), any and all other amounts, liabilities, charges, obligations and other payments which the Tenant, under any of the provisions of this Lease, is now or hereafter obligated to pay or discharge, as more particularly described in this Lease.  In the event of any failure on the part of the Tenant to pay all or any part of the Additional Rent when due, the Landlord shall have the same rights and remedies provided for herein or by applicable law or otherwise in the case of the nonpayment of the Basic Rent.

(b)It is intended that the Basic Rent be net to the Landlord and that the Tenant shall pay, as Additional Rent, all Taxes, utilities, and other costs and expenses relating to the Demised Premises (other than those environmental costs which Landlord shall pay pursuant to Sections 6.3 and 6.4 of the Contribution Agreement) and an equitable portion of such Taxes, utilities, insurance and other costs and expenses relating to the Licensed Premises, all as reasonably determined by the Landlord and the Tenant pursuant to the provisions of this Lease, including, without limitation, Articles 4, 5, 6, 8 and 24 hereof, and taking into account the total area occupied and their respective requirements based on usage.  The Landlord and the Tenant have agreed upon a preliminary allocation of certain of these items as set forth in Exhibit “B” attached hereto and made a part hereof (the “Initial Expense Allocations”), and as referenced below in Section 24.4.

Section 2.3During the term of this Lease, if the Tenant shall fail to pay any installment of the Basic Rent or any of the Additional Rent due or payable hereunder or in connection herewith, within 10 days after Landlord notifies Tenant in writing that any such amount is due or payable, in addition to all of the other rights and remedies of the Landlord hereunder, the Tenant shall pay to the Landlord, in addition to all other payments required to be made under this Lease, the amount not paid when due, together with interest thereon, at a rate (the “Interest Rate”) equal to the lower of (i) 3% over the prime rate publicly announced from time to time by Morgan Guaranty Trust Company of New York and (ii) the highest rate permitted by applicable law, from the due date until the date of payment.  All amounts payable to the Landlord pursuant to this Section 2.3 shall constitute Additional Rent.

ARTICLE 3

Condition of Premises and Personal Property; Landlord’s Work

Section 3.1Except as otherwise provided in Section 3.2 below, Tenant acknowledges that it inspected the Original Demised Premises, the Designated Original Licensed Premises, the Licensed Premises and the Original Personal Property prior to the Commencement

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Date and agreed to take the same “as is”, where is, and with all faults, and Landlord has no obligation to prepare the foregoing for Tenant’s occupancy.  In addition, Tenant has inspected the Additional Premises and the New Personal Property, and agrees to take the same “as is”, where is, and with all faults, including but not limited to, the conditions noted in the engineering reports identified in Section 8.5 hereof, and Landlord shall have no obligation to prepare the Additional Premises or the New Personal Property for Tenant’s occupancy or use.

Section 3.2Landlord agrees to perform the following work (“Landlord’s Work”):

(a)the Phase 1 Improvements (as defined in the Contribution Agreement), to the extent the same affect or relate to the Demised Premises;

(b)the work (the “Environmental Work”) described in the Environmental Compliance Plan (as defined in the Contribution Agreement), to the extent the same affects or relates to the Demised Premises; and

(c)the removal of furnace No. 9 from Building 12 (the “Furnace Removal Work”).

Section 3.3Landlord shall use its reasonable efforts to complete Landlord’s Work in a timely manner assuming reasonable cooperation from Tenant (subject to Unavoidable Delays (hereinafter defined)); provided, however that Landlord shall have no obligation to employ contractors or labor at so-called overtime or other premium pay rates or to incur any other overtime costs or expenses whatsoever.  Landlord’s Work shall be performed on a timely basis and in such a manner so as to minimize interference with the operation of the Business by the Tenant.  Landlord shall have the right to enter the Demised Premises subsequent to the Commencement Date to perform Landlord’s Work and the payment of Basic Rent and Additional Rent shall not be affected thereby; provided, that in all such cases Landlord shall provide notice to Tenant, shall coordinate all required work with Tenant and Landlord’s activities shall not unreasonably interfere with Tenant’s business operations.

Section 3.4The cost of performing the Phase I Improvements and the Environmental Work shall be borne by the party or parties responsible therefor under Sections 6.3 and 6.4 of the Contribution Agreement.  The cost of performing the Furnace Removal Work shall be borne by Landlord.

Section 3.5The Tenant shall comply with the operations and maintenance plan for the Pits (as defined in the Contribution Agreement) as set forth in Schedule 6.3(a) to the Contribution Agreement and for the Personal Property.

Section 3.6Any work performed after the date hereof and otherwise deemed to be reasonably necessary by either party in order to further segregate the Demised Premises from the rest of the Plant, to segregate certain parking lots for Tenant’s use from the parking lots for the Plant, and to secure and provide for the independent use and operation of the same, including

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without limitation, installing or causing to be installed, if possible, separate metering devices for utilities serving the Demised Premises and the Plant, shall, in the absence of a mutually written agreement to the contrary, be borne by the party desiring to have the work performed.

Section 3.7Tenant and Landlord agree to arrange for the replacement of the sprinkler heads throughout the Plant as recommended in the November 30, 1998, report prepared by Global Risk Consulting Corp.  The cost of performing the work shall be allocated between Tenant and Landlord based on the location of the sprinkler heads actually replaced with Tenant being responsible for replacements within the Demised Premises and Landlord being responsible for replacements in areas of the Plant not included within the Demised Premises.

Section 3.8Except as otherwise set forth above, Landlord shall not have any obligation hereunder to remove any machinery and equipment owned by Landlord from areas of the Plant included within the Demised Premises now or in the future except to the extent that such removal is required by law or such machinery and equipment presents unreasonable health and/or safety issues arising from or attributable to the materials contained therein.  Notwithstanding the foregoing, the parties agree that Landlord shall have six months from the date hereof to dispose of surplus equipment owned by Landlord currently located within the Demised Premises.  Any such equipment not removed during that period may be removed and disposed of by Tenant on an “as is” where is basis at Tenant’s sole costs and expense with Tenant retaining any residual value realized on the sale or disposal.  In the event that Tenant and Landlord subsequently desire to include additional portions of the Plant in the Demised Premises and notifies Landlord of its desire to have additional equipment located within those areas removed, Landlord shall have six months thereafter to dispose of such equipment and any such equipment not removed during that period may be removed and disposed of by Tenant on an “as is” where is basis at Tenant’s sole costs and expense with Tenant retaining any residual value realized on the sale or disposal.

ARTICLE 4

Payment of Taxes

Section 4.1Subject to the provisions of Section 4.2 and Article 24 below, Tenant shall pay (prior to the addition or imposition of any fine, penalty, interest, cost or expense in respect of the nonpayment thereof, if applicable), all real estate taxes, personal property taxes, occupancy taxes, assessments, water and sewer rents and charges, vault charges, license and permit fees and other governmental levies and charges, of any kind or nature (collectively, “Taxes”), which are assessed, levied, confirmed, imposed or which may become a lien upon all or any portion of the Demised Premises, or shall become payable, during and with respect to the Term; provided, that any Taxes relating to a fiscal period of the taxing or imposing authority, a part of which period is included in a period of time before the Commencement Date or after the Expiration Date, shall (whether or not such Taxes shall be assessed, levied, confirmed, imposed or become a lien upon the Demised Premises or the Personal Property, or shall become payable, during the Term) be adjusted between the Landlord and the Tenant as of the Commencement Date or as of the Expiration Date, as applicable.  The Tenant, on or before the date any installment of Taxes shall become delinquent, shall furnish the Landlord with evidence of

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payment of such Taxes, in form reasonably satisfactory to the Landlord.  Tenant shall be responsible for any fine, penalty, interest, cost or expense imposed upon the Demised Premises in respect of the nonpayment or late payment of Taxes.

Section 4.2In the event that any Taxes are billed pursuant to a tax or other billing scheme that incorporates property owned by the Landlord other than the Demised Premises and the Personal Property, then, notwithstanding the other provisions of this Article 4, all such Taxes respecting the Demised Premises and/or the Personal Property shall be paid by the Landlord, and the Landlord shall thereafter bill the Tenant for the Tenant’s pro rata share of such Taxes as shall be reasonably determined by the Landlord and the Tenant.  In addition to the payment of Taxes attributable to the Demised Premises and the Personal Property, the Tenant shall pay a pro rata share of Taxes attributable to the Licensed Premises.  The determination of Tenant’s pro rata share of Taxes shall be made by the Landlord and the Tenant in accordance with Article 24 below and as set forth on Exhibit “B” attached hereto.  All amounts payable by the Tenant under this Section 4.2 shall be treated as Additional Rent hereunder and shall be due and payable thirty (30) days after delivery of such bill to the Tenant and otherwise in accordance with the terms of this Lease.

Section 4.3Nothing in this Lease shall require the Tenant to pay any franchise, corporate, estate, inheritance, succession, capital levy, income, profits, revenue or transfer tax imposed upon the Landlord, nor shall any tax, assessment, charge or levy of the character above in this Section 4.3 be deemed to constitute Taxes, except if such taxes are customarily payable by the Tenant in substitution of any item of Taxes.

ARTICLE 5

Insurance

Section 5.1At all times during the term of this Lease the Tenant shall maintain workers’ compensation insurance in the amount required by applicable law and employer’s liability insurance to a limit of not less than $1,000,000; and keep the Demised Premises and the Personal Property insured against:

(1)  loss or damage by fire, and such other risks as may be included in the standard form of extended coverage insurance policy in an amount not less than 100% of the replacement value of the Demised Premises and the Personal Property (as reasonably determined by Landlord and communicated to Tenant on an annual basis or as otherwise necessary to reflect changes in the Demised Premises and/or Personal Property), with reasonable deductibles not exceeding $100,000; and further provided that the amount of such insurance is at all times sufficiently large and the amount of such deductibles are sufficiently small, to prevent the Landlord from becoming a co-insurer within the terms of the applicable policies;

(2)  loss or damage by explosion of high pressure steam boilers, air conditioning equipment, pressure vessels, motors or similar apparatus, now or hereafter installed in the Demised Premises, in an amount of not less than 100% of the replacement value of the Demised

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Premises and the Personal Property (as reasonably determined by Landlord and communicated to Tenant on an annual basis or as otherwise necessary to reflect changes in the Demised Premises and/or Personal Property); and

(3)  such other insurance and increased policy limits with respect to the Demised Premises or the Personal Property as may be reasonably required from time to time by the Landlord.

Section 5.2The Tenant shall also maintain a policy of Commercial General Liability Insurance naming the Tenant as insured and the Landlord as additional insured against claims by third parties arising from the Tenant’s use and occupancy of the Premises and the Personal Property.  Such insurance shall provide amounts of insurance of not less than $5,000,000 per occurrence for bodily injury including death and for property damage.

Section 5.3All insurance provided to be maintained under this Lease shall be effected under valid enforceable policies issued by insurers of recognized responsibility, having a Best’s rating of not less than A/VIII.  Upon the execution of this Lease, certificates thereof shall be delivered to the Landlord and, if requested by the Landlord, certificates of such insurance shall be delivered to the holder of any Fee Mortgage (as hereinafter defined).  Not later than fifteen (15) days after the expiration date of any policy, the original renewal policy for such insurance or certificate thereof shall be delivered to the Landlord.  All such policies shall contain agreements by the insurers that such policies shall not be canceled except upon at least 30 days’ prior written notice to each named insured, additional insured and loss payee and the coverage afforded thereby shall not be affected by the performance of any work by the Tenant, or its agents or contractors on its behalf in or about the Premises.  All insurance shall provide that Tenant’s insurance is primary and that any other insurance which Landlord may have shall be excess of and not contributory.

Section 5.4All policies of insurance required under Section 5.1 above shall name the Landlord as an additional insured and the holder of any Fee Mortgage as loss payee with respect to the Demised Premises and the Improvements (hereinafter defined), as their respective interests may appear, pursuant to a standard mortgagee clause or endorsement.  For purposes of this Lease, the term “Improvements” shall mean alterations, installations, improvements, additions or other physical changes in or about the Demised Premises.

Section 5.5Tenant shall procure an appropriate clause in, or endorsement on, any fire or extended coverage insurance covering the Demised Premises, Personal Property and fixtures and equipment located thereon or therein, pursuant to which the insurance companies waive subrogation or consent to a waiver of right of recovery and having obtained such clauses or endorsements of waiver of subrogation or consent to a waiver of right of recovery, will not make any claim against or seek to recover from the other for any loss or damage to its property or the property or others resulting from fire or other hazards covered by such fire and extended coverage insurance, provided, however, that release, discharge, exoneration and covenant not to sue herein contained shall be limited by and be in coexistence with the terms and provisions of the waiver of subrogation clause or endorsements or clauses or endorsements consenting to a

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waiver of right to recovery.  If the payment of an additional premium is required for the inclusion of such waiver of subrogation provision, Tenant shall advise Landlord of the amount of any such additional premiums and Landlord at its own election may, but shall not be obligated to, pay the same.  If Landlord shall not elect to pay such additional premium, Tenant shall not be required to obtain such waiver of subrogation provision.  If Tenant shall be unable to obtain the inclusion of such clause even with the payment of an additional premium, then Tenant shall attempt to name Landlord as an additional insured (but not a loss payee) under the policy.  If the payment of an additional premium is required for naming Landlord as an additional insured (but not a loss payee), Tenant shall advise Landlord of the amount of any such additional premium and Landlord at its own election may, but shall not be obligated to, pay the same.  If Landlord shall not elect to pay such additional premium or if it shall not be possible to have Landlord named as an additional insured (but not loss payee), even with the payment of an additional premium, then (in either event) Tenant shall so notify Landlord and Tenant shall not have the obligation to name Landlord as an additional insured.  Tenant acknowledges that Landlord shall not carry insurance on and shall not be responsible for damage to any alterations performed by Tenant or Tenant’s personal property, and that Landlord shall not carry insurance against, or be responsible for any loss suffered by Tenant due to, interruption of Tenant’s business.

ARTICLE 6

Utilities and Other Property-Related Services

Section 6.1The Tenant shall, prior to delinquency, pay or cause to be paid all charges for heat, cooling, air, steam, water, sewer, gas, electricity, light, telephone, or any other utility service rendered or supplied to the Demised Premises throughout the Term (if and to the extent the same are billed directly to the Tenant), and shall indemnify the Landlord and hold the Landlord harmless against any liability or damages on such account.

Section 6.2In the event any utilities or other services payable pursuant to this Article 6 are billed pursuant to a billing scheme that incorporates property other than the Demised Premises, then, notwithstanding the other provisions of this Article 6, such utilities or other property-related services respecting the Demised Premises shall be paid by Tenant, and the Tenant shall thereafter bill the Landlord for the Landlord’s proportionate share of such utilities or other property-related services, as reasonably determined by the parties taking into account the total area occupied and their respective requirements based on usage. In addition to the payment of utilities and services attributable to the Demised Premises, the Tenant shall pay a pro rata share of utilities and services attributable to the Licensed Premises.  The determination of Tenant’s proportionate share of utilities and services shall be made by the Landlord and the Tenant in accordance with Article 24 below and Exhibit “B” attached hereto taking into account the total area occupied and their respective requirements based on usage.  Any amounts payable by the Tenant under this Section 6.2 shall be treated as Additional Rent hereunder and shall be due and payable on the thirtieth (30th) day following delivery of any such bill to the Tenant.

Section 6.3The Landlord and the Tenant shall cooperate with each other to the extent reasonably necessary to enable the Tenant to obtain utility and other services at the

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Demised Premises, which may include sharing such utilities and services; provided, however, that the Landlord shall not be required to furnish any services or facilities to the Demised Premises, nor shall the Landlord be responsible for any interruption of services to the Demised Premises unless caused by the gross negligence or wilful misconduct of the Landlord or its agents, servants or employees.

ARTICLE 7

Changes and Alterations - Surrender of
Demised Premises and Personal Property

Section 7.1The Tenant shall not make any alterations, decorations, installations, additions, improvements, repairs, replacements or removals (collectively, “Alterations”) to the Demised Premises, to any of the Improvements or any part thereof or any equipment or appurtenance thereto, unless the Tenant shall comply with the following requirements:

(a)  Any Alteration shall be made promptly in a first class, workerlike manner, in compliance with all applicable legal requirements (“Requirements”);

(b)  No Alteration shall be made which would substantially change the general character or use of the Demised Premises, any of the Improvements or any part thereof or any equipment or appurtenance thereto;

(c)  Such Alteration shall be effected under the supervision of the registered or licensed architect reasonably satisfactory to the Landlord (the “Architect”);

(d)  Prior to the commencement of any proposed structural Alteration, the Tenant shall furnish the Landlord complete plans and specifications for the proposed Alteration prepared by the Architect, which plans and specifications shall meet with the approval of the Landlord, which, except with respect to Alterations to the roof, the foundations or the exterior walls of any of the buildings comprising the Demised Premises, shall not be unreasonably withheld, together with the approval thereof by any governmental board, bureau or department then exercising jurisdiction, which plans and specifications shall be and become the property of the Landlord in the event that for any reason this Lease shall be terminated or shall expire;

(e)  If, as a result of any Alterations performed by or on behalf of Tenant, any alterations, installations, improvements additions or other physical changes are required to be performed or made to any portion of the Plant other than the Demised Premises in order to comply with any Requirement(s), Landlord, at Tenant’s sole cost and expense, may perform or make such alterations, installations, improvements, additions or other physical changes and take such actions as Landlord shall deem reasonably necessary;

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(f)  If, as a result of any Alteration by or on behalf of the Tenant, any asbestos containing material (“ACM”) is required to be removed and disposed of, Tenant shall pay for all such removal and disposal costs, including air monitoring and health and safety costs associated with such removal, and shall remove and dispose of, or cause to be removed and disposed of, such ACM in accordance with all applicable Environmental Laws;

(g)  The Demised Premises and the Personal Property shall at all time be free of liens for labor and materials supplied or claimed to have been supplied in connection with any Alteration and, if any mechanic’s lien is filed against the Premises, the Plant or the Land (hereinafter defined) for work claimed to have been done for, or materials claimed to have been furnished to, Tenant, such lien shall be discharged by Tenant within thirty (30) days after Tenant shall have received notice thereof, at Tenant’s expense, by payment or filing the bond required by law or otherwise;

(h)  The Tenant shall prosecute and complete, or cause to be prosecuted and completed, any Alteration in compliance with the approved plans and specifications and with all applicable laws and regulations and all insurance policies and all orders and requirements of any insurance underwriting or other similar body covering or applicable to the Demised Premises.  No Alteration shall be undertaken until the Tenant shall have procured and paid for, so far as they may be required, from time to time, all municipal and other governmental permits and authorizations of the various municipal departments and governmental subdivisions having jurisdiction over the Demised Premises or the business or activities conducted thereon, and the Landlord agrees, at the sole cost and expense of the Tenant, to join in the application for such permits or authorizations whenever such action is necessary (so long as such joining does not impose any personal liability upon the Landlord in respect of any such Alteration).  No plans and/or specifications required to be filed by the Tenant with any governmental authority shall be filed or submitted unless such plans and/or specifications are based upon and consistent with the plans and specifications approved by the Landlord.  The Landlord’s approval of any plans and specifications may be withdrawn if the Tenant fails to obtain any required governmental approval or if the Tenant otherwise fails to fulfill any obligation contained in this Article 7;

(i)  At all times when an Alteration is in process, the Tenant, at the Tenant’s sole cost and expense, shall obtain and keep in full force and effect, or cause to be obtained and kept in full force and effect: (1) workers’ compensation insurance covering all persons employed in connection with such Alteration and with respect to death or personal injury or bodily injury claims which could be asserted against the Landlord, the Tenant or the Demised Premises; (2) general liability and property damage insurance (which insurance may be effected by endorsement, if obtainable, on the insurance required to be carried pursuant to this Lease and shall contain a completed operations endorsement); and (3) builder’s risk insurance, completed value form, covering all physical loss, in an amount reasonably satisfactory to the Landlord.  The Landlord and the holder of any Fee Mortgage or other party which the Landlord may

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designate shall be named in all such insurance.  The Tenant shall deliver to the Landlord policies or certificates evidencing such insurance, and evidence of the payment of the premiums therefor, prior to the commencement of any Alteration.  Such insurance shall be in addition to the insurance provided for in Article 5 and shall otherwise be subject to the provisions of Article 5;

(j)  Promptly following the completion of any structural Alteration, the Tenant shall deliver to the Landlord two complete sets of “as-built” plans and specifications therefor, certified to by the Architect as being accurate and complete; and

(k)  Upon completion of any Alteration, the Tenant shall obtain and deliver to the Landlord originals of all certificates of occupancy (or equivalents), if any, or amendments thereof and of all certificates from governmental authorities, the Board of Fire Underwriters and such other certificates as are required or customarily obtained from any bureau or department having jurisdiction.

Section 7.2On the Expiration Date, the Tenant shall surrender and deliver, broom clean, to the possession and use of the Landlord, in substantially similar order, condition and repair as upon the Commencement Date with respect to the Original Demised Premises and the Original Personal Property, and with respect to the Designated Original Licensed Premises, the Additional Premises and the New Personal Property as upon the date Tenant first occupied or began use of the same, in each instance reasonable wear and tear and casualty for which the Tenant is not responsible for hereunder excepted, and free and clear of all tenancies and occupancies and free and clear of all liens and encumbrances hereafter affecting the Demised Premises or the Personal Property.  All equipment, furniture and furnishings installed in, or placed upon, the Demised Premises by, or on behalf of, Tenant which Tenant, at Tenant’s option, did not remove on or prior to the Expiration Date shall become the property of the Landlord.  Tenant may not remove any fixtures or Alterations without the prior written consent of the Landlord, except to replace them with items of greater or equal value.  Tenant shall restore and repair, in a good and workerlike manner, to good condition any damage to the Premises or the Plant caused by such removal.

Section 7.3The provisions of this Article 7 shall survive the expiration or earlier termination of this Lease.

ARTICLE 8

Repairs and Maintenance

Section 8.1The Tenant, at its sole cost and expense, shall take good care of and maintain the Premises and the Personal Property, including following the maintenance schedules and procedures identified on Schedule 8.1 hereto and Schedule 6.3(a) to the Contribution Agreement and such other maintenance schedules and procedures as shall be mutually agreed upon by the parties hereto, and shall keep the Premises and the Personal Property in good order, condition and repair throughout the Term and shall, in a good and

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workerlike manner, make all repairs therein and thereon, interior and exterior, structural and non-structural, necessary to keep the same in good order and condition, whether or not necessitated by obsolescence or wear and tear.

Section 8.2The Tenant shall also be responsible for making all structural repairs and replacements relating to the roof, the foundations or the exterior walls of any of the buildings comprising the Demised Premises; provided, however that Landlord shall be responsible for making all structural repairs and replacements relating to the roof, the foundations or the exterior walls of any of the buildings comprising the Original Demised Premises and Designated Original Licensed Premises other than (a) those structural repairs made in connection with routine and ordinary maintenance of the Original Demised Premises and Designated Original Licensed Premises, and (b) those repairs made in connection with damage or injury caused by or resulting from Tenant’s Alterations, or from carelessness, omission, neglect or improper conduct of Tenant, Tenant’s agents, employees, invitees or licensees.  Notwithstanding the foregoing, Landlord shall not have any obligation under the preceding sentence unless and until such time as the reasonably incurred costs and expenses incurred by Tenant for such repairs as would otherwise be Landlord’s responsibility under the preceding sentence exceed Seven Hundred Fifty Thousand Dollars ($750,000) (the “Basket”) and Tenant has presented invoices and other documentation reasonably requested by Landlord in connection with the same.  Landlord shall not have any obligation to reimburse Tenant for any costs and expenses included within the Basket.  Tenant shall give Landlord prompt notice of any defective condition and the party responsible for such repair hereunder shall make all such repairs as soon as practicable.

Section 8.3The Tenant shall, at the Tenant’s cost and expense, cause to be kept clean and free from dirt, snow, ice, rubbish, obstructions and encumbrances, the sidewalks, passageways, grounds, parking areas, walks, alleys and curbs within the Plant and the Landlord shall pay to Tenant, a pro rata share of the cost thereof taking into account the total area occupied and their respective requirements based on usage, as reasonably determined by the Landlord and the Tenant in accordance with Article 24 hereof and Exhibit “B” attached hereto.

Section 8.4The Tenant shall be responsible for repairing and maintaining the Personal Property in accordance with the Landlord’s specifications as provided to the Tenant from time to time.

Section 8.5Tenant agrees to perform the work necessary in a manner determined by Tenant, but in accordance with the terms of Article 7, to address the conditions noted within the Premises in (i) the Engineering Report of Roof and Wall System for Accuride/Kaiser Building #12 dated March 12, 1999, prepared by Simmons and Associates, Inc. and (ii) the Engineering Report of Erie Facility Buildings for Accuride Corporation dated March 12, 1999, prepared by Simmons and Associates, Inc.  Such work shall be performed on a timely basis as reasonably determined by Tenant in accordance with the terms of this Lease and, except as otherwise set forth herein, Tenant shall bear all costs and expenses associated with such work.  Reasonable costs and expenses incurred by Tenant to make any structural repairs and replacements to address conditions noted in such reports relating to the roof, the foundations or

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the exterior walls of any of the buildings comprising the Original Demised Premises and Designated Original Licensed Premises other than (a) those structural repairs made in connection with routine and ordinary maintenance of the Original Demised Premises and Designated Original Licensed Premises, and (b) those repairs made in connection with damage or injury caused by or resulting from Tenant’s Alterations, or from carelessness, omission, neglect or improper conduct of Tenant, Tenant’s agents, employees, invitees or licensees, shall, subject to the terms set forth above, be included within the Basket.

Section 8.6Notwithstanding any provision contained herein to the contrary, Landlord shall not have any obligations to make any repairs to any portion of the Plant not included within the Premises except those repairs reasonably necessary to prevent unreasonable interference with Tenant’s operations.

ARTICLE 9

Compliance with Orders, Ordinances, Etc.

Section 9.1Except as otherwise expressly set forth in Section 6.3 of the Contribution Agreement, during the Term, the Tenant shall comply, at its sole cost and expense, with all applicable laws and regulations, and with all requirements of all insurance policies and insurers under the policies required hereunder which may be applicable to the Demised Premises or the Personal Property, irrespective of the nature of the work required to be performed and irrespective of whether or not such work shall be required on account of any particular manner of use relating to or affecting the Demised Premises or the Personal Property.

Section 9.2Notwithstanding the foregoing, except as otherwise set forth in any other agreements between the parties, Landlord hereby releases Tenant from any liability for compliance with all applicable laws and regulations and with all Insurance Requirements existing on the Commencement Date with respect to the Original Demised Premises and the Original Personal Property and, with respect to the Additional Premises, the Designated Original Licensed Premises and the New Personal Property, the date upon which Tenant first occupied or assumed exclusive use of the same (“Pre-Existing Laws”); provided, however, that Tenant shall comply with those Pre-Existing Laws applicable to the making of any Alteration by Tenant or the result of the making thereof.  From and after the dates set forth above, Tenant shall be liable for compliance with new or revised laws, regulations and Insurance Requirements to the extent set forth above.

ARTICLE 10

Mechanic’s Liens

Section 10.1The Tenant shall not suffer or permit any mechanics’ liens to be filed against the Demised Premises by reason of work, labor, services or materials supplied or claimed to have been supplied to the Tenant.  If any such mechanics’ lien shall at any time be filed against the Demised Premises, the Tenant shall, within 30 days of the filing thereof, cause

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such lien to be discharged of record by payment, deposit, bond, order of a court of competent jurisdiction or otherwise.

ARTICLE 11

Inspection of Premises by the Landlord

Section 11.1The Landlord and its authorized representatives shall have the right to enter the Demised Premises at all reasonable times, on reasonable prior notice, for the purpose of (a) inspecting or surveying the Demised Premises and the Personal Property, (b) making any necessary repairs or repairs required or permitted hereby to the Demised Premises and the Personal Property, (c) gaining access to, and entering, the Prohibited Areas, (d) performing any other act permitted under this Lease, (e) surveying, investigating and remediating any environmental conditions that may exist, and (f) arranging for the sale or removal of surplus equipment. Notwithstanding the foregoing, Landlord shall use its reasonable best efforts to coordinate all required work with Tenant, and Landlord’s activities shall not unreasonably interfere with Tenant’s business or operations.

ARTICLE 12

Right to Perform Covenants of the Tenant

Section 12.1If the Tenant shall at any time fail to make any payment or perform any other act on its part to be made or performed under this Lease, or diligently proceed to perform any such act, the Landlord, after not less than fifteen (15) days’ notice to the Tenant (except in case of emergency, in which event no notice need be given), may, but shall not be obligated to, make such payment or perform such other act.  All amounts so paid by the Landlord in connection therewith shall constitute Additional Rent hereunder and shall be payable to the Landlord on the first day of the next succeeding month, together with interest thereon at the Interest Rate from the date the Landlord incurred such amount until the date of payment by the Tenant.

ARTICLE 13

Damage or Destruction

Section 13.1If the Demised Premises or the Personal Property or any part thereof are damaged or destroyed in whole or in part by any casualty, the Tenant shall give the Landlord immediate notice thereof, and the Tenant shall, at its own cost and expense, whether or not such damage or destruction shall have been insured and whether or not insurance proceeds, if any, shall be sufficient for such purpose, promptly repair, alter, restore, replace and rebuild the Demised Premises or the Personal Property (each, a “Restoration”) at least to the extent of the value and as nearly as practicable, to the character, quality, scope and size of the Demised Premises or the Personal Property existing immediately prior to such occurrence subject to and in accordance with the terms and provisions of Section 7.1 hereof.  Landlord shall in no event be

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called upon to do or perform any Restoration, nor to pay for any of the costs or expenses thereof.  Notwithstanding the provisions of the preceding sentence, if the Demised Premises are damaged and destroyed to the extent that they cannot reasonably be used for the conduct of the Business, and if the reasonably estimated time to complete the Restoration exceeds 180 days, the Tenant may terminate this Lease by notice to Landlord not later than thirty (30) days after such damage or destruction, provided that such termination shall only be effective if the Tenant pays or causes to be paid to the Landlord an amount equal to the greater of: (a) the amount of insurance proceeds received by the Tenant; or (b) the reasonably estimated cost of restoring the Demised Premises at least to the extent of the value and, as nearly as practicable, to the character, quality, scope and size the Demised Premises or the Personal Property existing immediately prior to such occurrence.

Section 13.2Unless this Lease is canceled by the Tenant as provided above, this Lease shall not be affected in any manner by reason of total or partial damage or destruction of the Premises or any part thereof or by reason of the untenantability of the Demised Premises or any part thereof, for any reason, and the Tenant, notwithstanding any law or statute present or future, waives any and all rights to quit or surrender the Demised Premises or any part thereof.  The Tenant’s obligations hereunder shall continue as though none of such events had occurred and without abatement, suspension, diminution or reduction of any kind.  The foregoing notwithstanding, if the Demised Premises shall be damaged by fire or other casualty during any Renewal Period, and if Tenant shall give prompt notice thereof to Landlord, the Basic Rent and any Additional Rent shall be reduced in the proportion by which the area of the part of the Premises which is not usable by Tenant, as reasonably determined by Landlord, bears to the total area of the Premises immediately prior to such casualty until such repairs which are required to be performed by Tenant (excluding Long Lead Work (as defined below)) shall be substantially completed.  The Restoration shall be performed in a workerlike, diligent manner and Tenant shall use its best efforts to complete the Restoration as expeditiously as possible.  If Tenant shall fail to perform the Restoration in a diligent and expeditious manner, then the Basic Rent and Additional Rent shall recommence on the date that the Restoration would have been completed but for the Tenant’s failure.  For purposes of this Lease, the term “Long Lead Work” shall mean any item which is not a stock item and must be specially manufactured, fabricated or installed or is of such an unusual, delicate or fragile nature that there is a substantial risk that

(i)there will be a delay in its manufacture, fabrication, delivery or installation, or

(ii)after delivery, such item will need to be reshipped or redelivered or repaired

so that in Landlord’s reasonable judgement the item in question cannot be completed when the standard items are completed even though the item of Long Lead Work in question is (1) ordered together with the other items required and (2) installed or performed (after the manufacture or fabrication thereof) in order and sequence that such Long Lead Work and other items are normally installed or performed in accordance with good construction practice.  In addition, “Long Lead Work” shall include any standard item which in accordance with good construction

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practice should be completed after the completion of any item of work in the nature of the items described in the immediately preceding sentence.

ARTICLE 14

Condemnation

Section 14.1If the Demised Premises, or any part thereof, shall be taken in condemnation proceedings, or by exercise of any right of eminent domain or action of condemnation, or by deed in lieu of condemnation (any such taking or conveyance, a “Taking”), the Tenant shall be entitled to just compensation from any condemnor in accordance with the Pennsylvania Eminent Domain Code (the “Code”) for the value of the Tenant’s leasehold estate, with all fixtures and improvements, together with dislocation damages and other benefits available to tenants from condemnors under Article VI.A of the Code, including, without limitation, actual damages with reference to personal property and moving expenses.  The Landlord shall be entitled to just compensation in accordance with the provisions of the Code to the value of the leased fee, i.e., the present value of the rental stream, together with the present value of the Landlord’s remainder interest in the Demised Premises.  The Tenant and the holder of any fee mortgage in cooperation with the Landlord shall have the right to participate in any condemnation or eminent domain proceedings and be represented by counsel for the purpose of protecting their respective interests.

Section 14.2(a)If at any time during the Term (i) a Taking of all or substantially all of the Demised Premises shall occur, or (ii) a Taking of less than substantially all of the Demised Premises shall occur which, nevertheless, in the Tenant’s reasonable judgment, materially impairs the value or utility to the Tenant of the Demised Premises or access thereto, such Taking shall be deemed to have caused this Lease to terminate on the date of the Taking.  In such event, the Basic Rent and all Additional Rent required to be paid by the Tenant shall be paid up to the date of the Taking and the Tenant shall, in all other respects, keep, observe or perform all of the terms, covenants, agreements, provisions, conditions and limitations of this Lease on the Tenant’s part to be kept, observed or performed, to the date of the Taking.

(b)Notwithstanding anything to the contrary contained herein, if by reason of the Taking the value or utility of the Demised Premises is impaired only by reason of a loss of access or parking in the vicinity of the Demised Premises, then the Landlord shall use reasonable efforts to provide reasonable alternative means of access or parking, as applicable, for the Demised Premises; provided, however, if there are no reasonable alternative means of access or parking, as applicable, available, then the provisions of Section 14.2(a) shall apply.

Section 14.3If there is a partial Taking pursuant to which this Lease is not terminated, Tenant shall proceed, with reasonable diligence, to perform any necessary repairs, restorations, alterations or replacements to the Demised Premises, to the extent there are proceeds of such Taking available.  The proceeds of such Taking shall be made available to

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Tenant for the purpose of undertaking such work, and any of such proceeds remaining after completion of such work shall be distributed in accordance with the provisions of the Code.

ARTICLE 15

Defaults and Remedies; Events of Termination

Section 15.1The occurrence of any one or more of the following events shall constitute an “Event of Default” under this Lease by the Tenant:

(a)  The “abandonment” of the Demised Premises by the Tenant (for purposes of this Section 15.1(a), the term “abandonment” shall mean that Tenant shall (i) have vacated the Demised Premises with no intention to return; and (ii) not be maintaining the Premises in accordance with good business practice).

(b)  The failure by the Tenant to make any payment of Basic Rent, Additional Rent or any other payment required to be made by the Tenant under this Lease within ten (10) days after receiving written notice from Landlord that any such amount is due and payable.

(c)  The failure by the Tenant to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by the Tenant, other than described in Section 15.1(b) above, where such failure shall continue for a period of thirty (30) days after notice thereof by the Landlord to the Tenant; provided, that if the nature of the Tenant’s default is such that more than thirty (30) days are reasonably required for its cure, then there shall not occur an Event of Default hereunder if the Tenant commences such cure within such thirty (30) day period and thereafter diligently prosecutes such cure to completion.

(d)(i) The making by the Tenant of any general assignment or general arrangement for the benefit of creditors; (ii) the filing by or against the Tenant of a petition to have the Tenant adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against the Tenant, such petition is stayed or dismissed within 60 days); (iii) the appointment of a trustee or receiver to take possession of substantially all of the Tenant’s assets located at the Demised Premises or of the Tenant’s interest in this Lease, where possession is not restored to the Tenant within sixty (60) days; or (iv) the attachment, execution or other judicial seizure of substantially all of the Tenant’s assets located at the Demised Premises or of the Tenant’s interest in this Lease, where such seizure is not discharged within sixty (60) days.

Section 15.2  (a)  In the event of any Event of Default, the Landlord shall have the right, at the Landlord’s option, to elect to terminate the Tenant’s right to possession of the Demised Premises and the Personal Property and the Landlord may re-enter, take possession of

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the Demised Premises and Personal Property and remove any persons or property by legal action.

(b)  The foregoing remedies shall not be exclusive but shall be in addition to all other remedies and rights provided under applicable law, including without limitation, the right to all compensatory and consequential damages suffered by the Landlord, and election to pursue one remedy shall not preclude resort to another concurrent remedy.

(c)  No action of the Landlord, other than express written notice of termination pursuant to the provisions of this Lease, shall terminate this Lease.

Section 15.3The Tenant hereby waives the service of notice of intention to re-enter the Demised Premises or to institute legal proceedings with respect to such re-entry.  The Tenant hereby further waives any and all rights of redemption granted by or under any present or future applicable laws in the event of the Tenant being evicted or dispossessed for any cause, or in the event of the Landlord obtaining possession of the Demised Premises and the Personal Property, by reason of the violation by the Tenant of any of the covenants and conditions of this Lease or otherwise.

ARTICLE 16

Cumulative Remedies - No Waiver

Section 16.1Subject to the limitations contained in Section 27.1 below, the specific remedies to which the Landlord or the Tenant may resort under the terms of this Lease are cumulative and are not intended to be exclusive of any other remedies or means of redress to which they may be lawfully entitled in case of any breach or threatened breach by either of them of any provision of this Lease.  The failure of either party hereunder to insist in any one or more cases upon the strict performance of any of the covenants of this Lease, or to exercise any option contained herein, shall not be construed as a waiver or relinquishment for the future of such covenant or option.  The receipt by the Landlord of Basic Rent or Additional Rent with knowledge of the breach of any covenant of this Lease shall not be deemed a waiver of such breach and no provision of this Lease shall be deemed to have been waived by the Landlord unless such waiver is in writing and executed by the Landlord.  No act or thing done by the Landlord or the Landlord’s agents during the Term shall be deemed an acceptance of a surrender of the Demised Premises and no agreement to accept such surrender shall be valid unless in writing executed by the Landlord.  In addition to the other remedies in this Lease, the Landlord and the Tenant shall be entitled to restraint by injunction of the violation, or attempted or threatened violation, of any of the covenants, conditions or provisions of this Lease or to a decree compelling performance of any of such covenants, conditions or provisions.

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ARTICLE 17

Subordination; Fee Mortgages

Section 17.1Provided that the holder of any mortgages or deeds of trust (each, a “Fee Mortgage”) covering the Landlord’s fee interest in the Demised Premises, the Licensed Premises or any portion thereof shall execute and deliver to Tenant a non-disturbance and attornment agreement in form and substance reasonably satisfactory to the Tenant, this Lease shall be subject and subordinate at all times to the lien of such Fee Mortgage (other than the mortgage set forth in Item 2 of Schedule 3.4(b) to the Contribution Agreement which shall be subordinate to the Lease pursuant to a subordination agreement to be entered into by Landlord and the mortgagor).  The Tenant will execute and deliver such further instrument or instruments subordinating this Lease to the lien of any such Fee Mortgage as shall be desired by the holder thereof.  Tenant shall not do anything that would constitute a default under any Fee Mortgage of which Tenant has prior notice, or omit to do anything that Tenant is obligated to do under the terms of this Lease so as to cause Landlord to be in default thereunder.  If, in connection with a financing secured in part by the land on which the Plant stands (the “Land”), the Plant, or any buildings of the Plant, any lending institution shall request reasonable modifications of this Lease, Tenant shall not unreasonably withhold or delay its consent to such modifications.

Section 17.2On or prior to the Commencement Date and the date hereof, as applicable, Landlord shall obtain all necessary consents to the Lease.

ARTICLE 18

Quiet Enjoyment

Section 18.1So long as the Tenant shall not be in default of its obligations under this Lease beyond any applicable grace periods, the Tenant shall and may peaceably and quietly hold, occupy and enjoy the Demised Premises, and, on a non-exclusive basis, the Licensed Premises, during the Term, subject to the terms, conditions and provisions of this Lease.

ARTICLE 19

Notices

Section 19.1All notices, demands and requests which may or are required to be given by either party to the other shall be in writing.  All notices, demands and requests by the Landlord to the Tenant shall be deemed to have been properly given if served in person by service by a national overnight courier such as Federal Express, or if sent by United States registered or certified mail, return receipt requested, postage prepaid, addressed to the Tenant at its address set forth above, Attention: Richard Giromini, with a copy to Accuride Corporation, 2315 Adams Lane, Henderson, Kentucky 42420, Attention: General Counsel, or at such other place as the Tenant may from time to time designate in a written notice to the Landlord.  A copy

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of each such notice, demand or request shall be sent to Kaiser Aluminum & Chemical Corporation, 26913 Northwestern Highway, Suite 520, Southfield, Michigan 48034.  All notices, demands and requests by the Tenant to the Landlord shall be deemed to have been properly given if served in person by service by a national overnight courier such as Federal Express, or sent by United States registered or certified mail, return receipt requested, postage prepaid, addressed to the Landlord at the address first above written, Attention:  President, Engineered Components, or at such other place as the Landlord may from time to time designate in a written notice to the Tenant.  A copy of each such notice, demand or request shall be sent to Kaiser Aluminum & Chemical Corporation, 5847 San Felipe, Suite 2600, Houston, Texas 77057, Attention:  General Counsel.

ARTICLE 20

Certificates

Section 20.1Each party hereto shall, at any time and from time to time upon not less than 10 days’ prior notice by the other party, execute, acknowledge and deliver to such other party a statement in writing certifying, if true, that this Lease is unmodified and in full force and effect (or if there have been modifications that the Lease is in full force and effect as modified and stating the modifications) and the dates to which the Basic Rent and other charges have been paid in advance, and stating whether or not, to the best knowledge of the signer of such statement, the other party is in default in keeping, observing or performing any term, covenant, agreement, provision, condition or limitation contained in this Lease and, if so, specifying each such default.

ARTICLE 21

Use

Section 21.1The Tenant shall use the Premises and the Personal Property solely for the production of Joint Venture Products (as defined in the Contribution Agreement) in connection with the conduct of the Business and for no other purpose.  The provisions of this Section 21.1 shall not prohibit any new uses which become part of the Business, provided that the same: (a) are of the same nature as the current uses of the Demised Premises and the Personal Property; (b) are permitted under the certificate of occupancy (or the certificate of occupancy is amended to permit such use); and (c) are approved by the Landlord, such approval not to be unreasonably withheld or delayed.  Tenant shall not use, treat, or dispose of any Hazardous Substances (as defined in the Contribution Agreement) in connection with the use of the Premises for the production of Joint Venture Products without first obtaining the prior consent of the Landlord, which consent shall not be unreasonably withheld or delayed.

Section 21.2Pursuant to the Contribution Agreement, the Landlord may have transferred to, or made available for use by, the Tenant, certain Governmental Authorizations (as defined in the Contribution Agreement) required for the use and occupancy of, and conduct of the Business at, the Demised Premises.  The Tenant shall obtain (to the extent not transferred or

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made available to the Tenant as provided above) and thereafter shall maintain in full force and effect, any permit, approval or license which is required by any governmental or nongovernmental agency or insurance regulatory body for the operation and maintenance of the Demised Premises and the use thereof in connection with the Business (including, without limitation, the Governmental Authorizations transferred to or made available to the Tenant pursuant to the Contribution Agreement), and shall promptly furnish the Landlord with a copy of same.  The Tenant shall not use or allow the Premises or any part thereof to be used or occupied for any unlawful purpose.

Section 21.3In furtherance and not in limitation of the foregoing, the Tenant’s use of the Premises and the Personal Property shall at all times be subject to the Landlord’s reasonable health, safety and operating regulations and guidelines from time to time which are applicable to the Premises, the Personal Property and/or the Tenant’s use thereof, to the extent the same have been furnished to the Tenant by the Landlord.

ARTICLE 22

Transfer; Assignment and Subletting

Section 22.1The Tenant shall not assign, sublet, transfer, sell or otherwise convey the whole or any part of its interest in this Lease.  Notwithstanding the foregoing, Tenant may, subject to the limitations set forth in Section 21.1 hereof, assign or sublet the whole or any part of its interest in this Lease to any Affiliate of Tenant for such Affiliate’s use in connection with the Business provided that such Affiliate expressly assumes the liabilities of the Tenant hereunder.  Notwithstanding such assignment and assumption, the Tenant shall not be released from liability hereunder without the consent of the Landlord, which consent shall not be unreasonably withheld if the assignee has a net worth on the date of the assignment which is reasonably adequate for the performance by the Tenant of its obligations hereunder.  Tenant shall notify Landlord of any such proposed assignment or sublease at least three (3) months prior to the effective date of such assignment or sublease.

Section 22.2.Subject to the rights of the Tenant set forth in the following Section 22.3, the Landlord may assign or transfer its interest in the Lease or the Premises or Personal Property at any time during the Term hereof, provided that any transferee expressly assumes the liabilities of the Landlord hereunder.  Notwithstanding such assignment and assumption, the Landlord shall not be released from liability hereunder without the consent of the Tenant, which consent shall not be unreasonably withheld if the assignee or transferee has a net worth on the date of the assignment which is reasonably adequate for the performance by the Landlord of its obligations hereunder.  Landlord shall notify Tenant of any such proposed assignment or transfer at least three (3) months prior to the effective date of such assignment or transfer.  The foregoing provisions of this Section 22.2 shall not apply to the creation of any security interest, mortgage or lien by Landlord on its interest in the Lease of the Premises or Personal Property in connection with its existing primary credit facility or any replacement or extension thereof.

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Section 22.3If at any time Landlord desires to transfer all of its right, title and interest in and to the Premises and Personal Property to any person who is not an Affiliate of Landlord, Landlord shall deliver to Tenant a written notice (the “Offer Notice”) specifying all of the material terms of the proposed sale (the “Offer”), including the consideration for which Landlord proposes to sell the Premises and Personal Property and any copies of any agreement or documents to be executed or delivered in connection with the proposed sale.  Thereafter, the Tenant shall have the exclusive right for a period of sixty (60) days after receipt of the Offer Notice to purchase all, but not less than all, of the Premises and Personal Property upon the terms and conditions contained in the Offer Notice.

Section 22.4For purposes of this Lease, “Affiliate” means, with respect to any person, any other person directly or indirectly controlling, controlled by or under common control with, such person.  Control of any person shall consist of the power to direct the management and policies of such person whether through the ownership of voting securities or by contract or otherwise and shall be deemed to exist upon the ownership of securities entitling the holder thereof to exercise more than 50% of the voting power in the election of directors (or other similar positions) of such person.

ARTICLE 23

Invalidity of Particular Provisions

Section 23.1If any term or provision of this Lease or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law.

ARTICLE 24

Allocation of Expenses

Section 24.1The Tenant and the Landlord agree that (i) all costs and expenses solely attributable to the Demised Premises, the Personal Property and the use thereof are to be borne by the Tenant (other than the costs of certain structural repairs to be borne by the Landlord as provided in Article 8 hereof), (ii) all costs and expenses solely attributable to the portion of the Plant used and occupied exclusively by the Landlord or any party other than the Tenant (collectively, “Landlord’s Premises”) are to be borne by the Landlord, and (iii) all costs and expenses relating to the Licensed Premises are to be equitably apportioned between the Tenant and the Landlord.

Section 24.2The Landlord and the Tenant shall cooperate with each other to arrange for Taxes, utilities and services exclusively relating to or serving the Demised Premises to be separately assessed, metered or contracted for, to the extent reasonably practicable and unless the Landlord and the Tenant otherwise mutually agree (e.g. for the purpose of achieving

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cost savings).  The cost and expense of any Separation Work performed in connection therewith shall be borne by the Tenant, as provided in Article 3 above.

Section 24.3The Landlord and the Tenant agree that the apportionment of costs or expenses (including Taxes, utilities and services) relating partially to Landlord’s Premises or a portion thereof, and partially to the Demised Premises or a portion thereof, shall generally be made in accordance with the ratio of the interior square footage of buildings lying within the Demised Premises (or such portion thereof) to the square footage of buildings lying within the Landlord’s Premises (or portion thereof) taking in account the total area occupied and their respective requirements based on usage unless otherwise provided in Exhibit B.  Similarly, apportionment of Licensed Premises expenses shall generally be made in accordance with the ratio of the interior square footage of all buildings lying within the entire Demised Premises to the interior square footage of all buildings lying within the entire Landlord’s Premises taking in account the total area occupied and their respective requirements based on usage unless otherwise provided in Exhibit B.  Notwithstanding the foregoing, if the method of apportionment described in the preceding two sentences would be inequitable in any material respect (e.g., because the benefit from the service in question, the use of the utilities in question, or the value of the properties in question is disproportionate), then a more equitable basis of allocation shall be used.

Section 24.4Attached hereto as Exhibit “B” is a schedule of Initial Expense Allocations pursuant to which the Landlord and the Tenant have attempted to identify, and equitably apportion between the Landlord and the Tenant, certain costs and expenses relating to the Demised Premises and/or the Licensed Areas.  Landlord and Tenant agree to review such apportionment annually.

Section 24.5If any item of cost or expense paid, payable or incurred by either the Landlord or the Tenant is to be apportioned pursuant to this Lease, the party to whom such cost or expense is billed or by whom it is paid shall promptly notify the other party of the amount of such cost or expense, and such other party’s proportionate share thereof and the basis upon which such proportionate share was determined.  Such notice shall be accompanied by reasonable documentation relating to such cost or expense.  The party so billed shall pay the billing party the amount requested within fifteen (15) business days of receiving such bill.  If the party billed disputes the amount, such payment may be made under protest and the dispute shall be settled in the manner provided in Section 24.6 below.  Following resolution of the dispute, any overpayment shall be refunded to the billed party, and any underpayment shall be paid to the billing party, in each case together with interest thereon at a rate equal to 2% above the rate of interest publicly announced by Citibank, N.A. from time to time as its “base rate” (unless such interest is waived by the party entitled to receive the same).

Section 24.6In the event any party disputes the amount of any bill submitted to it for payment pursuant to Section 24.5 above, it shall immediately notify the other party in writing, which notice shall set forth the nature of the dispute with reasonable specificity and shall include any documentation reasonably required to evaluate such dispute.  Each party shall appoint a representative who shall attempt to resolve the dispute.  The representatives shall use

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the provisions of this paragraph and, if applicable, the methodology employed by the parties in arriving at the Initial Expense Allocations set forth in Exhibit “B” as guidelines in attempting to resolve the dispute.  If such representatives are unable to resolve the dispute within thirty (30) days, they shall submit the dispute to arbitration in accordance with Article 28 hereof.

ARTICLE 25

Broker

Section 25.1Each party represents that it has not dealt with any broker in connection with this Lease.  The Landlord and the Tenant shall indemnify and hold each other harmless from and against any and all loss, claims, liabilities, damages and expenses, including without limitation, attorneys’ fees and expenses and court costs arising out of or in connection with any breach or alleged breach of the above representation or any claim by any person or entity for brokerage commissions or other compensation in connection with this Lease.  The provisions of this Article 25 shall survive the expiration or sooner termination of this Lease.

ARTICLE 26

Indemnity

Section 26.1Except as otherwise provided herein or in the Contribution Agreement, the Tenant shall indemnify and hold harmless the Landlord against and from any and all liability, fines, suits, claims, demands, expenses (including without limitation, reasonable attorneys’ fees and disbursements) and actions of any kind or nature arising by reason of injury to person or property occurring on or about the Premises and occasioned in whole or in part by any act or omission of the Tenant, or of any person on the Premises or any other part of the Plant by the license or permission of the Tenant, expressed or implied, or by any use of the Premises or the Personal Property, or any breach, violation or non-performance of any covenant in this Lease on the part of the Tenant to be observed or performed; provided, however, that with respect to the Original Demised Premises, the Designated Original Licensed Premises, the Licensed Premises and the Original Personal Property, the provisions of this Section 26.1 shall be in effect as of the Commencement Date and with respect to the Additional Premises and the New Personal Property, the provisions of this Section 26.1 shall be in effect as of the date Tenant first occupied or used the same.

Section 26.2Except as otherwise provided herein or in the Contribution Agreement, Landlord shall indemnify and hold harmless the Tenant from and against all claims against Tenant arising from any direct damage to the Demised Premises and any bodily injury to Tenant’s employees, agents or invitees resulting from the negligence or wilful misconduct of Landlord or its agents.  This indemnity and hold harmless agreement shall include indemnity from and against any and all liability, fines, suits, claims, demands and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred in or in connection with any such claim or proceeding brought thereon, but shall be limited to the extent any insurance proceeds collectible by Tenant or such injured party with respect to such damage or

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injury are insufficient to satisfy same.  Landlord shall have no liability for any consequential damages suffered either by Tenant or by any party claiming through Tenant.

Section 26.3If any claim, action or proceeding is made or brought against either party, which claim, action or proceeding the other party shall be obligated to indemnify such first party against pursuant to the terms of this Lease, then, upon demand by the indemnified party, the indemnifying party, at its sole cost and expense, shall resist or defend such claim, action or proceeding in the indemnified party’s name, if necessary, by such attorneys as the indemnified party shall approve, which approval shall not be unreasonably withheld.  Attorneys for the indemnifying party’s insurer are hereby deemed approved for purposes of this Section 26.3.  Notwithstanding the foregoing, an indemnified party may retain its own attorneys to defend or assist in defending any claim, action or proceeding involving potential liability of Five Million Dollars ($5,000,000) or more, and the indemnifying party shall pay the reasonable fees and disbursements of such attorneys.  The provisions of this Article 26 shall survive the expiration or earlier termination of this Lease.

ARTICLE 27

Covenants to Bind and Benefit
Respective Parties; Modification;
Waiver of Trial by Jury;
Exculpation; Unavoidable Delay; Conflict

Section 27.1The covenants and agreements herein contained shall bind and inure to the benefit of the Landlord and the Tenant.  The term “Landlord” means a landlord or lessor, and as used in this Lease means only the owner, or the mortgagee in possession, for the time being of the Demised Premises, or the owner of this Lease of the Demised Premises, so that in the event of any transfer of the Demised Premises or of this Lease, except as set forth in Section 22.2, the Landlord shall be and hereby is entirely freed and relieved of all covenants and obligations of the Landlord hereunder, and it shall be deemed and construed without further agreement between the parties, or between the parties and the purchaser, at the time of any such transfer, that the purchaser of the Demised Premises of the Landlord’s interest in this Lease has assumed and agreed to carry out any and all covenants and obligations of the Landlord hereunder.

Section 27.2The terms and provisions of this Lease may not be altered, modified, waived or terminated except by an agreement in writing signed by the party to be charged.

Section 27.3It is mutually agreed by and between the Landlord and the Tenant that the respective parties hereto shall and they hereby do waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on any matters whatsoever arising out of or in any way connected with the Lease, the relationship of the Landlord and the Tenant, the Tenant’s use of or occupancy of the Premises or the Personal Property, and any emergency or any other statutory remedy.  It is further mutually agreed that in

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the event the Landlord commences any summary proceeding for possession of the Demised Premises and the Personal Property, the Tenant will not interpose any counterclaim of whatever nature or description in such proceeding.

Section 27.4Notwithstanding anything herein or in any rule, law or statute to the contrary, the Tenant hereby acknowledges and agrees that to the extent that the Landlord shall at any time have any liability under, pursuant to or in connection with this Lease, none of the Tenant, its officers, directors, partners, associates, employees, agents, guests, licensees or invitees (or any other party claiming through or on behalf of the Tenant) shall seek to enforce any personal or money judgment against the Landlord except against the equity interest of the Landlord in the Plant.  In addition to and not in limitation of the foregoing, the Tenant further hereby acknowledges and agrees that, in no event and under no circumstances, shall the Landlord or any director indirect partner, officer, director, employee, agent or principal (disclosed or undisclosed) of the Landlord have any personal liability or monetary or other obligation of any kind under or pursuant to this Lease, except that the Landlord may be held liable to the extent of its equity interest in the Land and the Building.  Any attempt by the Tenant or any officer, director, direct or indirect partner, associate, employee, agent, guest, licensee or invitee of the Tenant (or any other party claiming through or on behalf of the Tenant) to seek to enforce any such personal liability or monetary or other obligation shall be and be deemed to be in material violation by the Tenant of the terms of the tenancy created hereby and shall, in addition to and not limitation of the Landlord’s other rights, powers, privileges and remedies under the terms and provisions of this Lease or otherwise afforded by applicable law in respect thereof, immediately vest the Landlord with the unconditional right and option to cancel this Lease on five (5) days’ notice to the Tenant.

Section 27.5This Lease and the obligation of Tenant to pay Basic Rent and Additional Rent hereunder and perform all of the other covenants and agreements hereunder on the part of Tenant to be performed shall in no way be affected, impaired or excused because Landlord is unable to fulfill any of its obligations under this Lease expressly or implied to be performed by Landlord or because Landlord is unable to make, or is delayed in making any repairs, additions, alterations, improvements or decorations or is unable to supply or is delayed in supplying any equipment or fixtures, if Landlord is prevented or delayed from so doing by reason of strikes or labor troubles or by accident, or by any cause whatsoever beyond Landlord’s control, including, but not limited to, laws, governmental preemption in connection with a national emergency or by reason of any Requirements of any governmental authority, or by reason of the conditions of supply and demand which have been or are affected by war or other emergency (“Unavoidable Delays”).

Section 27.6In the event of any inconsistency between the terms and provisions of this Lease and the terms and provisions of the Contribution Agreement, the terms and provisions of the Contribution Agreement shall control.

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ARTICLE 28

Arbitration

Section 28.1In such cases where this Lease expressly provides for the settlement of a dispute or question by arbitration, and only in such cases, either Landlord or Tenant may demand arbitration.  Upon such demand, and except where other provisions of this Lease have special provisions therefor, the dispute or question shall be determined by arbitration in accordance with the provisions of Section 8.3 of the Contribution Agreement.

ARTICLE 29

Hazardous Substances; Environmental Laws

Section 29.1Compliance with Environmental Laws.  Except as specifically set forth or contemplated by Section 6.3(a), 6.3(b), 6.3(c) and 7.1(a)(ii) of the Contribution Agreement, Tenant represents, covenants and agrees that in conducting its business operations and/or its occupancy at the Premises, it shall (i) comply with all applicable Environmental Laws (as that term is defined in the Contribution Agreement), (ii) it shall not in any manner cause the emission, discharge, issuance, release or distribution of any Hazardous Substances (as that term is defined in the Contribution Agreement) in violation of any Environmental Law, and (iii) it shall comply with the terms and conditions of any permit issued to Landlord which relates in whole or in part to Tenant’s use or occupancy of the Premises, including but not limited to the wastewater discharge permit and stormwater permit; provided, however, that with respect to the Additional Premises and the related Licensed Premises, the provisions of this Section 29.1 shall be in effect as of the date Tenant first occupied or used the same.

Section 29.2Copies of Submissions.  Upon the prior reasonable written request of Landlord, Tenant shall supply Landlord with copies of any notices, reports, correspondence and submissions made by Tenant to the United States Environmental Protection Agency (“EPA”), the Pennsylvania Department of Environmental Protection, the Ohio Department of Environmental Protection, the United States Occupational Safety and Health Administration or any other local, state or federal authority which requires submissions by Tenant of any information concerning environmental matters or Hazardous Substances pursuant to any Environmental Law.  Tenant’s obligation under this paragraph shall not apply to attorney-client privileged communications or the attorney work product doctrine or to any confidential business information submitted to local, state or federal authorities under confidentiality protection to which Landlord would not otherwise be entitled under the Contribution Agreement.

Section 29.3Tenant’s Remediation.  Except as contemplated by Section 29.1 hereof or Section 7.1(a)(ii) of the Contribution Agreement, in the event of any spill, discharge, or release of any Hazardous Substances at, under or about, the Premises solely caused by Tenant or relating to the operations of Tenant’s business and/or Tenant’s occupancy at the Premises (hereinafter collectively referred to as a “Hazardous Discharge”) or upon the issuance of any complaint, order, citation or notice of violation with regard to air emissions, water discharges, noise emissions or any other environmental, health or safety matter caused by Tenant or relating to the operations of Tenant’s business and/or occupancy at the Premises (hereinafter collectively referred to as an “Environmental Complaint”), Tenant shall, at its sole cost and expense,

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promptly take all such necessary steps to initiate and diligently complete all remedial action relating to the Hazardous Discharge or the issuance of such Environmental Complaint in accordance with all applicable Environmental Laws to the reasonable satisfaction of Landlord and the applicable governmental authority including the payment of any and all costs and penalties assessed against the Premises.  Provided however, with respect to a Hazardous Discharge caused by Landlord, Tenant shall have no obligation to conduct any such remedial actions.  Notwithstanding the foregoing, with respect to the Additional Premises and the related Licensed Premises, the provisions of this Section 29.3 shall be in effect as of the date Tenant first occupied or used the same.

Section 29.4Copies of Notices.  In the event that Tenant receives any notice, whether written or oral, concerning the occurrence of any Hazardous Discharge required to be reported under any Environmental Law or of any Environmental Complaint from any person, entity or governmental agency, then Tenant shall give prompt oral notice to Landlord, and shall within five (5) days thereafter, give written notice of same to Landlord, which notice shall set forth specifically and in detail all relevant facts and circumstances with respect thereto.

Section 29.5Tenant’s Failure to Remediate Under Section 29.3, Landlord’s Right to Remediate.  Upon the occurrence of a Hazardous Discharge or Environmental Complaint, in the event Tenant fails to comply with Section 29.3, Landlord shall have the right, but not the obligation, after giving Tenant at least five (5) days prior written notice (unless emergent circumstances require less notice) and a reasonable opportunity to cure (which cure shall not exceed fifteen (15) days, unless emergent circumstances require less time) to enter onto the Premises and after advising Tenant, to take any actions necessary or advisable to remove, clean up and minimize the impact of, or otherwise deal with any Hazardous Discharge or any Environmental Complaint pertaining to the Premises.  In the event such cure shall take more than fifteen (15) days to accomplish, Tenant shall have a period of time equal to the earlier of the reasonable time necessary to accomplish the cure or any requirement of any applicable governmental agency or Environmental Law, provided Tenant commences the cure within the fifteen (15) day period and thereafter diligently pursues same to completion.  All reasonable costs and expenses incurred by Landlord in the exercise of any such rights shall be deemed to be Additional Rent hereunder and shall be immediately payable by Tenant to Landlord upon demand.

Section 29.6Environmental Indemnification.  Except as specifically set forth in Section 7.1(a)(ii) of the Contribution Agreement, Tenant shall indemnify the Landlord, its affiliates, shareholders, directors, officers and employees against, and hold them harmless from any and all damage, claim, loss, liability and expense (including without limitation reasonable expenses of investigation and reasonable attorney’s fees and expenses) incurred or suffered by Landlord, (i) arising out of or due to any spill, discharge, or release of any Hazardous Substances on, from, under or at the Premises resulting from events or conduct occurring after the Commencement Date and solely caused by Tenant or relating to Tenant’s business operations and/or Tenant’s occupancy at the Premises, (ii) due to Tenant’s failure to comply with its obligations under this Article, or (iii) due to Tenant’s breach of any representation, warranty covenant or other agreement of the Tenant contained in this Article; provided, however, that with

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respect to the Additional Premises and the related Licensed Premises, the provisions of this Section 29.6 shall be in effect as of the date Tenant first occupied or used the same.

ARTICLE 30

Miscellaneous

Section 30.1Contribution Agreement.  Notwithstanding the foregoing, the terms of the Contribution Agreement shall, and shall be deemed to, continue, subject to the terms, conditions and limitations applicable thereto.

Section 30.2Entire Agreement.  This Lease, together with the Purchase Agreement dated as of April 1, 1999, by and among Accuride Ventures, Inc., Accuride Corporation and Landlord (the “Purchase Agreement”) and the Formation Agreements (as defined in the Purchase Agreement), embodies the entire agreement and understanding between the parties relating to the subject matter hereof and thereof, and supersedes any prior oral or written agreements, commitments or terms.

Section 30.3Section Headings; Counterparts; etc.  The section headings of this Lease are for convenience of reference only and are not to be considered in construing this Lease.  This Lease may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.

Section 30.4Further Assurances.  Each party hereto shall execute and deliver such additional documents and perform such acts as are reasonably requested by the other party hereto in order to fully effect the intent of this Lease.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Lease as of the date first set forth above.

LANDLORD:
KAISER ALUMINUM & CHEMICAL CORPORATION
By:	/s/ JACK A. HOCKEMA
	Name: Jack A. Hockema
	Title: Vice President
TENANT:
AKW L.P., by AKW GENERAL PARTNER L.L.C., its
General Partner
By:	/s/ [ILLEGIBLE]
	Name:
	Title:

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EXHIBIT “A-1”

Demised Premises and Licensed Premises

[to be prepared and attached]

EXHIBIT “A-2”

Original Personal Property

The following three overhead cranes located in buildings to be leased to the Company:

—Whiting double box bean bridge crane, 20-ton capacity x 60’ span, cab operated

—Case double box beam mill crane, 15-ton capacity x 65’ span, cab operated

—Shawbox double box beam mill crane, 20-ton capacity x 65’ span

EXHIBIT “A-3”

New Personal Property

-The personal property and equipment, including, but not limited to, the personal property and equipment relating to the electrical substation, used by Tenant and located within the Designated Original Licensed Premises or the Additional Premises.

EXHIBIT “B”

Initial Expense Allocation

Expense	Method of Allocating
Security Guard Services	Pro rata based upon total square footage included within the Premises and the total square footage included within the Plant
Snow Removal Services	100% Tenant
Lawn Care Services	Pro rata based upon total square footage included within the Premises and the total square footage included within the Plant
Mail Delivery & Pick Up	100% Tenant
Floor Mats and Uniforms	100% Tenant
Trash/Garbage Services	100% Tenant
Heating, Ventilation, Air Conditioning	Pro rata based upon total square footage included within the Premises and the total square footage included within the Plant, and taking into account the total area occupied and their respective requirements based on usage
Fire Extinguisher Services	Based on upon location within the Plant
Telephone, Fax, Paging, Voice Mail, and Mobiles (including service contracts)	100% Tenant
Environmental Engineering and Consulting Services	Invoices to Tenant and Landlord separately based on work individually authorized
Electricity	Pro rata based upon total square footage included within the Premises and the total square footage included within the Plant, and taking into account the total area occupied and their respective requirements based on usage
Natural Gas	Pro rata based upon total square footage included within the Premises and the total square footage included within the Plant, and taking into account the total area occupied and their respective requirements based on usage
Water & Sewer	100% Tenant
Taxes	Pro rata based upon total square footage included within the Premises and the total square footage included within the Plant
All Other	Pro rata based upon total square footage included within the Premises and the total square footage included within the Plant, and taking into account the total area occupied and their respective requirements based on usage

SCHEDULE 8.1

Personal Property Maintenance Schedules and Procedures

EX-10.30

Exhibit 10.30

LEASE AGREEMENT

LEASE AGREEMENT made as of the 19th day of October, 1989, by and between TAYLOR LAND & CO., a Maryland general partnership (“Landlord”), and ACCURIDE CORPORATION (“Tenant”).

WITNESSETH, that for and in consideration of the payment of the rents and performance of the covenants and agreements herein set forth, Landlord and Tenant hereby agree as follows:

SECTION 1.BASIC LEASE PROVISIONS AND DEFINITIONS.

In addition to the other terms defined elsewhere in this Lease, the following terms whenever used in this Lease shall have only the meanings set forth in this Section, unless such meanings are expressly modified, limited or expanded elsewhere herein:

1.1.Leased Premises:     That certain building containing approximately seventy-five thousand (75,000) square feet and a portion of the surrounding real property as shown on Exhibit A attached hereto consisting of approximately five (5) acres commonly known as 20401 Trolley Industrial Drive located in Taylor, Michigan, including certain parking areas, as more particularly described in Exhibit A attached hereto and made a part hereof.

1.2.Term:A period of ten (10) years, one (1) month and twelve (12) days commencing on October 19, 1989.

1.3.Rent:The monthly sums set forth in Exhibit B.

1.4.Permitted Use:The Leased Premises shall be used solely as a warehouse for the distribution of truck rims, wheels, tires and assembly of these products.

1.5.Landlord Notice Address:	10 Parks Avenue
	Cockeysville, Maryland 21030
	Attn:  Henry G. Reinhardt
1.6.Tenant Notice Address:	2315 Adams Lane
	Henderson, Kentucky 42420

1.7.Broker:Cushman & Wakefield of Michigan, Inc.

1.8.Building:The principal building on the Leased Premises from which the business operations of Tenant are conducted as measured from the outside of the exterior walls.

1.9.Addenda:The following Addenda attached to this Lease are incorporated herein and made a part hereof:

1-  Option to Renew

SECTION 2.DEMISE OF PREMISES.

2.1.Landlord hereby leases to Tenant and Tenant rents from Landlord the Leased Premises.

2.2.Landlord rents to Tenant the Leased Premises in its “AS IS” condition which Tenant has inspected and accepts.  Landlord represents and warrants to Tenant that the Leased Premises, and the intended use of the Leased Premises, are in compliance with Federal, State and local laws, ordinances, zoning restrictions, orders, rules, regulations, and any agreements or covenants of public record.

SECTION 3.TERM.

The Term of this Lease shall commence upon the date specified in Section 1.2 hereof (the “Commencement Date”).  The Term shall terminate (unless sooner terminated pursuant to the provisions of this Lease) on the last day of the last calendar month of the Term.

SECTION 4.RENT.

4.1.During the Term of this Lease, Tenant covenants and agrees to pay Landlord, for the use of the Leased Premises, the Rent in advance on the first day of each and every calendar month as set forth on Exhibit B.

4.2.Except as otherwise provided herein, the payment of the Rent hereunder shall be absolutely net to Landlord and, accordingly, shall be in addition to and over and above all other payments to be made by Tenant as hereinafter provided and all expenses pertaining to the repairs, maintenance and use of the Leased Premises, it being the purpose and intent of Landlord and Tenant that the Rent payable hereunder shall when received by Landlord be absolutely net to it, that all costs, charges, expenses and obligations of every kind relating to the ownership of the Leased Premises and the use thereof which may arise or become due shall be paid by Tenant, and that Landlord shall be indemnified and saved harmless by Tenant from and against all such costs, charges, expenses and obligations.

4.3.Tenant covenants to pay, without demand, abatement, deduction or setoff, the Rent provided for herein and to pay as additional rent all other sums, costs, charges and expenses payable by Tenant under this Lease, and, in the .event of any nonpayment thereof, such sums shall be collected as rent, and Landlord shall have all the rights and remedies provided for herein or by law in the case of nonpayment of rent.

SECTION 5.QUIET ENJOYMENT.

Upon payment of the Rent and all other sums due under the terms of this Lease, and the performance of all covenants and conditions herein contained and on the part of Tenant to be performed, Landlord agrees that Tenant shall have the peaceful and quiet possession, use and enjoyment of the Leased Premises.

SECTION 6.USE OF LEASED PREMISES BY TENANT.

6.1.The Leased Premises shall be used and occupied by Tenant solely for the Permitted Use and for no other purpose without Landlord’s prior written consent.

6.2.Tenant, shall at all times use the Leased Premises in a safe, careful, proper and prudent manner and shall, at its expense, comply with all Federal, State and local laws, ordinances, orders, rules, regulations, all agreements and covenants of public record pertaining to the Leased Premises now or hereafter in force and all recommendations of the Fire Underwriters Rating Bureau, with respect to the use or occupancy of the Leased Premises.

6.3.Tenant, at its expense, shall obtain all licenses and permits which may be required to use and occupy the Leased Premises for the purposes hereinabove provided.

6.4.Tenant covenants that no waste or damage shall be committed upon or to the Leased Premises, and that the Leased Premises shall not be used for any unlawful purpose.

SECTION 7.UTILITIES.

Tenant shall bear, pay and discharge the cost for all utility, water and sewer services rendered or furnished to the Leased Premises, including, without limitation, heat, ventilating, air conditioning, water (whether by meter or sub-meter), gas, electricity, telephone and garbage or refuse pick-up, together with all taxes, levies or other charges on such services.

SECTION 8.TAXES AND ASSESSMENTS.

8.1.The real property and other taxes described below levied against the Leased Premises for June-December 1989, will be prorated between Landlord and Tenant with Tenant paying all such taxes attributable to such period after October 19, 1989.  After December 31, 1989, Tenant shall bear, pay and discharge when due, and before any fine, penalty, interest or cost may be added thereto or become due or be imposed by operation of law, all existing and future taxes (including real property taxes), assessments, duties, impositions, burdens and charges whatsoever levied, assessed, charged or imposed, whether by the nation, state or any county, city or other public authority, upon the Leased Premises and improvements thereon, and to deliver promptly to Landlord at all times, proper and sufficient receipts or other sufficient evidence of payment and discharge of such obligations.  In the event any taxes, or other annual or periodic assessments, duties, impositions, burdens and charges shall be levied or charged for a period only a portion of which is included within the Term of this Lease, Tenant nevertheless shall pay them in their entirety and, upon surrender of the Leased Premises, any proportionate part representing the balance of a charge beyond the time when Tenant surrenders the Leased Premises shall be refunded by Landlord to Tenant.  Notwithstanding anything contained herein to the contrary, Landlord shall be responsible for all taxes and assessments on real property which does not constitute a part of the Leased Premises but which is assessed as a part of the same subdivided lot containing the Leased Premises.

8.2.Landlord, upon receipt, shall promptly forward to Tenant all tax bills, notices of assessment or reassessment and any other information relating to the above taxes and assessments on the Leased Premises.  Tenant, at its expense, shall be entitled to protest to the

assessing authorities any special assessments and any increase in real estate assessments affecting its liability hereunder, petition for reduction of assessments and appeal any denied protests and petitions, and, at its expense, may file and prosecute such actions in Landlord’s name as Landlord’s agent.  Landlord shall be given written notice ten (10) days in advance of any hearing or trial pertaining to any appeal and shall have the right to be present and to intervene.

8.3.Tenant shall be responsible for and shall pay before delinquency all municipal, county, state and federal taxes assessed against any leasehold interest or personal property of any kind, owned by or placed in, upon, or about the Leased Premises by Tenant.

SECTION 9.SIGNS, ETC.

Tenant shall not place or permit to be placed any signs, lights, awnings or poles in, on or about the Leased Premises without the prior written approval of Landlord.  In the event the approval of Landlord is given, Tenant agrees to pay any minor privilege or other taxes therefor.  Tenant agrees to maintain all approved signs, lights, awnings and poles in good condition, order and repair and to remove them prior to the termination of this Lease unless directed by Landlord not to remove the same.  Landlord reserves the right to remove any signs, lights, awnings and poles whenever any of them shall constitute a safety hazard or a potential harm to the Leased Premises.

SECTION 10.TRADE FIXTURES AND EQUIPMENT.

Any trade fixtures and equipment installed by Tenant shall be of good quality and maintained by Tenant in good condition, order and repair.  All trade fixtures and equipment shall be removable by Tenant provided there is no default under the terms of this Lease and also provided that Tenant repairs at its own cost and expense all damage caused by the removal.  Removal must be prior to the termination of this Lease and Tenant agrees to restore the Leased Premises to the condition existing at the commencement of this Lease.  All trade fixtures and equipment on the Leased Premises shall be subject to Landlord’s lien for rent and other charges.

SECTION 11.ALTERATIONS, REPLACEMENTS AND IMPROVEMENTS.

11.1.Tenant shall not, without the prior written approval of Landlord, install or permit to be installed any fixture or improvement or make any alterations or replacements upon the Leased Premises.  Tenant shall present to Landlord plans and specifications for any alterations, replacements or improvements at the time approval is sought and, when approval is granted, shall cause all work to be done according to the submitted plans and specifications and in compliance with all codes, ordinances, rules and regulations of any authority (including the Board of Fire Underwriters).  All materials shall be of first quality and all work shall be done in a good and workmanlike manner and shall not impair the structural stability of the Leased Premises.  The cost of all approved work or repair of any damage resulting from any approved work shall be borne by Tenant.  The Landlord’s approval of any requested alterations or replacements upon the Leased Premises shall not be unreasonably withheld.

11.2.Any alterations, replacements or improvements (except, trade fixtures) shall become the property of Landlord as soon as they are affixed to the Leased Premises and all right,

title and interest therein of Tenant shall immediately cease, unless otherwise agreed to in writing by Landlord.  Landlord shall have the sole right to collect any insurance for damage of any kind to any of the alterations, replacements or improvements (except trade fixtures) placed upon the Leased Premises by Tenant.

11.3.Landlord shall have the right to require that all or any part of any alteration, replacement or improvement shall be removed by Tenant prior to the termination of this Lease, in which event the removal shall be done at Tenant’s expense, and Tenant shall, at its expense, repair any damage to the Leased Premises caused by any removal.

11.4.Tenant shall promptly pay all contractors and materialmen working on the Leased Premises with respect to any alterations, replacements or improvements and covenants to keep the Leased Premises free of mechanic liens at all times.

11.5.Tenant agrees to obtain prior to commencing any alterations, replacements or improvements, and to keep in full force and effect at all times while such alterations, replacements or improvements are being made, at its expense, policies of insurance pertaining to the alterations, replacements and improvements and/or the making thereof as Landlord may require Tenant to obtain, including, but not limited to, public liability and property damage insurance, and to furnish Landlord evidence satisfactory to Landlord of the existence of the required insurance prior to Tenant’s beginning to make any alterations, replacements or improvements.

11.6.In the event any alterations, replacements or improvements, or the obtaining of permits or franchise therefor, shall directly or indirectly result in a franchise, minor privilege or other similar tax or assessment, such tax or assessment shall be paid, immediately upon its levy, by Tenant.

SECTION 12.MAINTENANCE OF LEASED PREMISES.

12.1.Tenant shall, at its sole cost and expense, maintain the Leased Premises in good order and condition of repair, ordinary wear and tear excepted.  Such maintenance shall include the prompt and proper repair and upkeep of all exterior and interior elements and systems of the Leased Premises, including but not limited to:  floors, doors, windows, toilets, light replacement and fixtures, air conditioning, cooling and heating equipment (whether space or unit systems or equipment); electrical systems; plumbing, dock equipment and fixtures; including but not limited to:  dock shelters, dock bumpers, dock lights and pit levelers; and similar elements or systems not expressly made the obligation of the Landlord.  Notwithstanding the foregoing, except as otherwise stated below, Tenant shall be responsible for replacing the air conditioning, cooling, and heating equipment (collectively, the “HVAC Equipment”) if Tenant is unable after exercising reasonable efforts to maintain the HVAC Equipment in good working order.  Tenant shall also provide its own janitorial services for the Leased Premises and shall pay for its share of the costs of snow and ice removal from the driveways, ingress and agrees areas and sidewalks, lawn care and landscape maintenance.  Landlord shall maintain the roof, pavement, rail siding and exterior walls of the Leased Premises, including all pavement and rail siding servicing the warehouse complex.  If any repair or maintenance to the roof or exterior is made necessary by reason of the negligence or misuse by Tenant, its employees, agents or licensees, then Tenant

shall be responsible for the prompt repair and maintenance of such elements or systems or for the full cost of the same.

12.2.Tenant shall maintain the Leased Premises in a clean, orderly and sanitary condition, free of insects, rodents, vermin and other pests, and will not permit undue accumulations of garbage, trash, rubbish and other refuse.

12.3.Subject to the provisions of Section 10, Tenant shall upon the termination of this Lease, surrender the Leased Premises in the good order and condition as at the commencement of this Lease, reasonable wear and tear excepted, and shall surrender all keys and copies thereof for the Leased Premises to Landlord.

12.4.Notwithstanding anything contained in this Lease to the contrary, with respect to Tenant’s obligation to replace the HVAC Equipment, as aforesaid, Tenant’s and Landlord’s responsibility for the costs of such replacement shall be as follows:

Term	Landlord’s Share of Replacement Cost		Tenant’s Share of Replacement Cost
Years 1-2	0	%	100	%
Years 3-4	20	%	80	%
Years 5-6	40	%	60	%
Years 7-8	60	%	40	%
Years 9-10	80	%	20	%

Notwithstanding the foregoing, Landlord shall have no responsibility for the costs of replacing the HVAC Equipment if Tenant has breached its covenant to exercise reasonable efforts to maintain the HVAC Equipment in good working order, as set forth above.

12.5.Landlord shall have the right to enter the Leased Premises during business hours from time to time, with reasonable prior notice to inspect the same to determine whether Tenant is complying with the terms of this Lease; provided that such entry and inspection shall not cause material interference with Tenant’s conduct of business.  In the event Tenant has failed to comply with the terms of this Lease in Landlord’s reasonable judgment, Landlord shall have the right to perform the same on Tenant’s behalf (after giving Tenant notice and two (2) weeks to commence curing and proceed diligently thereafter) and at Tenant’s cost Landlord shall have the same rights and remedies with respect to such costs as Landlord has with respect to the rental received hereunder.

SECTION 13.LIENS OR ENCUMBRANCES.

Tenant shall not suffer the Leased Premises or any fixtures or improvements thereon to become subject to any lien, charge or encumbrance whatsoever, and shall indemnify Landlord against all such liens, charges and encumbrances.  Should any lien or encumbrance be placed against the Leased Premises or any fixtures or improvements thereon, Tenant shall notify Landlord and promptly discharge the lien or encumbrance.

SECTION 14.CASUALTY INSURANCE.

14.1.Landlord shall procure and maintain insurance covering fire and such other risks as are from time to time included in standard extended coverage endorsements insuring to an amount not less than one hundred percent (100%) of the full then current replacement costs of the Leased Premises without nay deductible.  Tenant agrees to pay when billed, as additional rent, the premium of any such insurance procured by Landlord.  Promptly after payment of Landlord’s insurance premium, Landlord shall submit to Tenant, Landlord’s invoice for Tenant’s reimbursement, together with a copy of the premium invoice from the particular insurance carrier in question covering the Leased Premises.  Tenant shall pay Landlord’s invoice within thirty (30) days after Tenant’s receipt of such invoice.

14.2.Tenant covenants that it shall not do nor permit to be done, nor keep nor permit to be kept upon the Leased Premises, anything which would contravene the aforesaid policy or policies of insurance or would render it difficult, impractical or impossible to secure insurance in companies acceptable to Landlord.

14.3.Tenant shall carry insurance an all of its contents and personal property located an the Leased Premises.  Tenant covenants and agrees that the insurance shall include protection against all the hazards covered by the broad Fire and Extended Coverage form of insurance policy for its property and shall be in amounts which, in the event of damage or destruction, will yield funds adequate to fully compensate Tenant for its loss.  Tenant shall cause the above-described insurance policy or policies to be written in a manner as to provide that the insurer waives all right of recovery by way of subrogation against Landlord in connection with any loss or damage covered thereunder; provided that Landlord shall cause its insurance carriers to mutually waive any rights of recovery by way of subrogation against Tenant and Tenant’s insurance carrier.  Any additional charge or increase in premium made by the insurer because of the waiver of subrogation shall be paid by Tenant.

SECTION 15.PUBLIC LIABILITY INSURANCE.

15.1.Tenant shall maintain at all times in full force and effect insurance with insurance companies acceptable to Landlord for the benefit of both Tenant and Landlord as their respective interests may appear, covering the risks generally included in public liability and property damage insurance policies, in the sum of not less than One Million Dollars ($1,000,000) on account of bodily injury, death or property damage as a result of any one occurrence, and Three Million Dollars ($3,000,000) in the aggregate for multiple occurrences, to protect Landlord and Tenant to that extent from any suits arising out of accidents or injuries to persons or property that may occur on the Leased Premises.

15.2.Landlord shall be named as a co-insured on all policies of insurance and all policies shall provide for at least thirty (30) days written notice to Landlord before cancellations or material amendment.  Tenant shall promptly furnish Landlord copies of all insurance policies or certificates thereof showing the required insurance to be in full force and effect.

SECTION 16.INDEMNITY.

Tenant shall indemnify and save harmless Landlord against and from any and all losses, costs, damages or expenses, including, without limitation attorneys’ fees arising out of any accidents or other occurrence, causing injury to any person or property whomsoever or whatsoever, arising out of or relating to the Leased Premises, or any part thereof, except where such losses, costs, damages or expenses are caused by the Landlord’s negligence or misconduct, or negligent failure to perform its obligations under Section 12 hereof.

SECTION 17.NON-LIABILITY OF LANDLORD.

17.1.Landlord shall not be liable for any personal injury to Tenant or its officers, agents and employees, or to any occupant, invitee, licensee or user of any part of the Leased Premises, except where such injury is caused by the negligence or misconduct of Landlord, or negligent failure to perform its obligations under Section 12 hereof.

17.2.All property on the Leased Premises shall be and remain at Tenant’s sole risk and Landlord shall not be liable for any damage to property of Tenant or of others located on the Leased Premises, nor for the loss of or damage to any property of Tenant or of others by theft or otherwise, except where such loss or damage is caused by the negligence or misconduct of Landlord.  Landlord shall not be liable to Tenant for and Tenant shall hold Landlord harmless from, and indemnify Landlord against, any claims arising from damage to any property resulting from fire, explosion, falling plaster, steam, gas, electricity, water, flood, air-pollution, rain, snow or leaks from any part of the Leased Premises or from the pipes, appliances or plumbing works or from the roof, street, subsurface or from any other place, or by dampness or by any other cause of whatsoever nature, except where caused by the gross negligence of Landlord, or negligent failure to perform is obligations under section 12 hereof.

17.3.Landlord shall be under no liability to Tenant due to any discontinuance of any service, including but not limited to utility services, caused by accidents, breakage or strikes or any other cause whatsoever.

SECTION 18.CASUALTY.

If the Leased Premises is damaged by a Casualty, then the rights of the parties shall be determined as follows:

(a)If less than twenty five percent (25%) of the entire Leased Premises is destroyed, Landlord shall, at its expense, and as promptly as reasonably possible (due allowance being made for the time required for the settlement of insurance claims), repair the damage and restore the Leased Premises to its condition prior to the Casualty.  During the restoration and repair period, Tenant’s liability for Rent and other sums payable by Tenant hereunder shall be reduced by that amount which bears the same ratio to the Rent and other sums payable hereunder as the area of the Building rendered unsuitable for the normal operation of Tenant’s business bears to the entire area of the building.

(b)If twenty-five percent (25%) or more of the entire Leased Premises is destroyed (or less than twenty-five percent (25%) but the Leased Premises are untenantable as a result),

then Landlord shall have the option either to restore the Leased Premises to its condition prior to the Casualty or to terminate this Lease.  Landlord’s option shall be exercised by Landlord’s written notice to Tenant within twenty (20) days after the Casualty.  If the election is:

(i)To restore the Leased Premises, the restoration shall be completed by Landlord, at its expense, as promptly as reasonably possible (due allowance being made for the time required for the settlement of insurance claims), and during the restoration period Tenant’s liability for Rent and other sums payable by Tenant hereunder shall be reduced by that amount which bears the same ratio to the Rent and other sums payable hereunder as the area of the Building rendered unsuitable for the normal operation of Tenant’s business bears to the entire area of the Building; provided, however, that if Landlord has not completed its restoration within six (6) months of such election, Tenant may terminate this Lease; or

(ii)To terminate this Lease, then Tenant shall surrender possession of the Leased Premises to Landlord and the rentals and other sums payable hereunder shall be prorated on a per diem basis to the date Tenant surrenders possession of the Leased Premises and adjusted between Landlord and Tenant and, upon receipt of payment by the party due to be paid under such adjustment, this Lease shall terminate with no further obligations, rights or duties surviving between the parties hereto except as otherwise specifically provided for herein.  Notwithstanding anything contained in this Section 18 to the contrary, if more then twenty-five percent (25%) of the Leased Premises is damaged by a Casualty, and, as a result Tenant is unable after exercising reasonable efforts to conduct its business at the Leased Premises in substantially the same manner as before the Casualty, Tenant shall be permitted to terminate this Lease upon thirty (30) days prior written notice, or immediately upon notice from Landlord that Landlord has elected to restore the Leased Premises as aforesaid.

SECTION 19.CONDEMNATION.

19.1.If the Leased Premises is taken by eminent domain, condemnation or public authority or title thereto being transferred to a public authority in lieu of the completion of a formal condemnation proceeding (“Condemnation”), then the rights of the parties shall be determined as follows:

(a)If less than the entire Leased Premises is taken by Condemnation, then Landlord shall have the option to either terminate this Lease or make such repairs, restoration and improvements as shall be necessary to make the remainder of the Leased Premises adequate to permit Tenant to carry on its business to substantially the same extent and with substantially the same efficiency as before the Condemnation.  Notwithstanding the foregoing, if in Tenant’s reasonable judgment, Landlord will be unable to repair and restore the Leased Premises to the foregoing condition.  Tenant shall be permitted to terminate this Lease upon delivery of written notice to Landlord.  Landlord’s option shall be exercised by Landlord’s written notice to Tenant within ten (10) days after the date on which Tenant is required to yield possession of that portion of the Leased Premises taken by the Condemnation or the title thereto vests in the condemning authority, whichever event shall first occur.  If the election is:

(i)To restore the Leased Premises, the restoration shall be completed by Landlord, at its expense, as promptly as reasonably possible, and during the restoration period

Tenant’s liability for Rent and other sums payable by Tenant hereunder shall be reduced by that amount which bears the same ratio to Rent and other sums payable hereunder as the area of the Building rendered unsuitable for the normal operation of Tenant’s business bears to the entire area of the Building; and for the balance of the Term of this Lease, Tenant’s liability for Rent and the other sums payable hereunder shall be reduced by that amount which bears the same ratio to the Rent and other sums as the area of the Building taken by the Condemnation bears to the entire area of the Building.

(ii)To terminate this Lease, the rentals and other sums payable hereunder shall be prorated and adjusted between Landlord and Tenant on a per diem basis to the date Tenant is required to yield possession of that portion of the Leased Premises taken by the Condemnation or the title thereto vests in the condemning authority, whichever event shall first occur, and, upon receipt of payment by the party due to be paid under such adjustment, this Lease shall be null and void with no further obligations, rights or duties surviving between the parties hereto except as otherwise specifically provided for herein.

(b)If the entire Leased Premises is taken by Condemnation nation, then this Lease shall terminate effective as of the date Tenant in required to yield possession of the Leased Premises or the title to the Leased Premises vests in the condemning authority, whichever event shall first occur.  Upon such termination, Tenant shall surrender possession of the Leased Premises to Landlord and the rentals and other sums payable hereunder shall be prorated and adjusted between Landlord and Tenant on a per diem basis to the date of termination and, upon receipt of payment by the party due to be paid under such adjustment, this Lease shall be null and void with no further obligations, rights or duties surviving between the parties hereto except as otherwise specifically provided for herein.

19.2.In the event either party terminates this Lease pursuant to the provisions of this section 19, Tenant shall have no claim against Landlord nor the condemning authority for the value of any leasehold improvement or any unexpired term of the Lease and rent shall be adjusted to the date of such termination.  In the event of any condemnation or similar taking, Tenant shall not be entitled to any part of the amount paid for such condemnation and Landlord shall receive the full amount of such award, Tenant hereby expressly waiving any right or claim to any part thereof.  Notwithstanding the foregoing, nothing herein shall be deemed to prevent Tenant from claiming and receiving from the condemning authority, if legally payable, compensation for the taking of Tenant’s own tangible property and damages for Tenant’s loss of business, business interruption, or removal and relocations.  Landlord shall have full right, without interference from Tenant to conduct the defense of such proceedings and to settle the same, and any payment upon Landlord’s execution of a deed on settlement of said proceedings shall be deemed to be an award for the purposes hereof.  Tenant, upon request of Landlord, hereby agrees to join in the execution of any deed necessitated by such proceeding or required to settle the same, and such deed shall have the effect of a final judgment.

SECTION 20.RIGHT TO PERFORM.

If Tenant shall at any time fail to pay any amount or perform any of its covenants and agreements in accordance with the provisions of this Lease, Landlord may cure such default on behalf of Tenant, but be under no obligation to do so, in which event Tenant shall reimburse

Landlord all sums paid to effect such cure, together with interest thereon at the rate of five percent (5.0%) greater than the prime rate of interest of Maryland National Bank, N.A. in effect from time to time per annum until paid.  All sums paid by Landlord under this Section shall be treated as additional rent hereunder, and in order to collect any reimbursement to which Landlord may become entitled, Landlord shall have all the rights and remedies available under this Lease or by law in the case of nonpayment of rent.  Landlord shall have no liability to Tenant for any lose or damages resulting from Landlord’s action hereunder.

SECTION 21.ACCESS TO LEASED PREMISES.

Landlord reserves the right to enter upon the Leased Premises upon forty-eight hours prior notice for the purpose of inspecting the Leased Premises and to remedy defaults by Tenant in the maintenance of the Leased Premises; provided that no notice shall be required in emergency situations.  For such purpose, Landlord shall have keys to all locks to buildings on the Leased Premises.  Tenant shall not change the locks to any of the buildings on the Leased Premises without the prior written consent of Landlord, and if such consent is given, Tenant shall immediately furnish to Landlord keys to such new locks.  The exercise by Landlord of any rights under this Section shall not be deemed an eviction or disturbance of Tenant’s use and possession of the Leased Premises.

SECTION 22.ASSIGNMENT AND SUBLETTING.

Tenant shall not, without the prior written consent of Landlord (which shall not be unreasonably withheld), assign this Lease in whole or in part, (including by merger, consolidation, liquidation or otherwise by operation of law) or sublet all or any part of the Leased Premises, or permit others to use the Leased Premises.  Consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for Landlord’s consent to any subsequent assignment or subletting.  Notwithstanding any assignment or sublease, Tenant shall remain fully liable on this Lease and shall not be released from performing any of the terms, covenants and conditions of this Lease unless released in writing by Landlord.

SECTION 23.SUBORDINATION OF LEASE.

Tenant agrees that this Lease is, and shall be, subject and subordinate to the lien of any bona fide mortgages or deeds of trust that may now or at any time hereafter be placed against the Leased Premises.  Tenant agrees, at any time hereafter, on demand, to execute any instruments, releases or other documents that may be required by Landlord for the purpose of subjecting and subordinating this Lease to the lien of any mortgage or deed of trust, whether original or substituted.  Notwithstanding anything to the contrary contained herein, if Tenant is not in default, or a condition does not exist which would with the mere passage of time result in a default, at the time of (i) any mortgage hereinafter placed against the Leased Premises, or (ii) sale as described below at Section 25, Landlord shall obtain from any mortgagee or purchaser a covenant of non-disturbance granted to Tenant on conditions reasonable acceptable to Tenant, and any such mortgagee or purchaser shall have no right to terminate this Lease.

SECTION 24.ESTOPPEL CERTIFICATE.

Tenant agrees that at any time and from time to time, upon request in writing from Landlord, to promptly execute, acknowledge and deliver to Landlord a statement in writing (an “Estoppel Certificate”) certifying that (i) the Lease is unmodified and in full force and effect (or if there have been modifications, that the Lease is in full force and effect as modified and stating the modifications), (ii) the dates to which the Basic Rent and other sums payable hereunder have been paid, (iii) Tenant knows of no default of Landlord under the Lease, and (iv) there exists no offset or defense against the enforcement of any provision of the Lease by Landlord (or stating those claimed by Tenant).

SECTION 25.FUTURE CONVEYANCES, PERSONAL LIABILITY OF LANDLORD, ATTORNMENT.

In the event Landlord or any successor-owner of the Leased Premises shall convey or otherwise dispose of the Leased Premises, all liabilities and obligations of Landlord or the successor-owner as landlord under this Lease shall terminate upon the conveyance or disposal.  Tenant shall, in the event of any assignment, sale or other transfer of the interest of Landlord or any successor-owner in the Leased Premises, attorn to the successor-owner and recognize such successor-owner as the Landlord under this Lease.

SECTION 26.TENANT’S DEFAULT.

26.1.The following shall be deemed a default by Tenant under the terms of this Lease (each of which shall be referred to individually as an “Event of Default” and collectively as “Events of Default”):

(a)If a receiver or trustee is appointed for the property of Tenant or any guarantor of this Lease, either in bankruptcy or in equity or in any other court, and the Order appointing such receiver or trustee is not vacated within thirty (30) days of the date of such Order.

(b)The making of an assignment by Tenant or any guarantor for the benefit of its creditors.

(c)The filing of a petition by Tenant or any guarantor of this Lease to effect a composition or an extension of time to pay its debts.

(d)The filing of a petition in bankruptcy by or against Tenant or any guarantor of this Lease.

(e)The filing of a petition by Tenant or any guarantor of this Lease for its reorganization under any bankruptcy law or any other law.

(f)The suspension of business by Tenant or any act by Tenant amounting to a business failure.

(g)The abandonment of the Leased Premises by Tenant or permitting this Lease to be taken under a writ of execution.

(h)Failure by Tenant to pay when due the rent or any other sums due hereunder.

(i)Failure by Tenant to perform any other term, covenant, agreement or condition of this Lease on the part of Tenant to be performed for a period of thirty (30) days after written notice thereof by Landlord to Tenant, or if such failure is of a nature that cannot be completely cured or remedied within said thirty (30) day period, Tenant shall have failed to diligently commence the cure or remedy of such failure within the thirty (30) day period and thereafter prosecute such cure or remedy with reasonable diligence and good faith to completion,

26.2.Upon the occurrence of an Event of Default, Landlord shall, at its election, have the immediate right of re-entry to the Leased Premises and may remove all persons and property from the Leased Premises using such force as may be necessary, all without service of notice or resort to legal process and without being guilty of trespass or becoming liable for any loss or damage which may be occasioned thereby.  Any property removed from the Leased Premises and stored in a public warehouse or elsewhere shall be at the cost of and for the account of Tenant.

26.3.Should Landlord elect to re-enter, as herein provided, or should it take possession pursuant to legal proceedings or pursuant to any notice provided for by law, it may either terminate this Lease or it may from time to time without terminating this Lease, make such alterations and repairs as may be necessary in order to relet the Leased Premises or any part thereof for such term or terms (which may be for a term extending beyond the term of this Lease) and at such rent and upon such terms and conditions as may be reasonable under the circumstances.  Upon each such reletting all rents received by Landlord from such reletting shall be applied, first, to the payment of any indebtedness other than Basic Rent and other sums due hereunder  from Tenant to Landlord; second, to the payment of any costs and expenses of such reletting including brokerage fees and reasonable attorney’s fees and costs of such alterations and repairs deemed by Landlord in the exercise of its reasonable judgment to be necessary for reletting; third, to the payment of Rent and other sums due and unpaid hereunder; and the residue, if any, shall be held by Landlord and applied in payment of future Rent and other sums payable hereunder as such sums become due and payable.  If the rents received from any reletting during any month are lees than the Rent and other sums to be paid during that month by Tenant hereunder, Tenant shall pay any deficiency to Landlord.  Any deficiency shall be calculated and paid monthly.  No re-entry or taking of the Leased Premises by Landlord shall be construed as an election on its part to terminate this Lease unless a written notice of such intention is given by Landlord to Tenant or unless the termination hereof is decreed by a court of competent jurisdiction.  Notwithstanding any reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for any breach and, in addition to any other remedies it may have, it may recover from Tenant all damages it may incur by reason of such breach, including the cost of recovering the Leased Premises and reasonable attorney’s fees, all of which amounts shall be immediately due and payable by Tenant to Landlord.  In the event Landlord elects to relet the Leased Premises without termination through the end of the Term of this Lease, within one (1) month after the date originally fixed herein for the expiration of the Term

of this Lease, Landlord shall give a written statement to Tenant showing all sums received by Landlord by way of damages, claims and rents from Tenant and from others to whom the Leased Premises may have been relet, and all expenses incurred by Landlord with respect to securing said damages, claims, rents and reletting, and, in the event that Tenant has paid a greater sum of money than is due as determined by the terms of this Lease.  Landlord shall promptly refund to Tenant any excess.

26.4.In the event that suit shall be brought for recovery of possession of the Leased Premises, for the recovery of Rent or any other amount due under the provisions of this Lease or because of the breach of any other covenant herein contained on the part of Tenant to be kept or performed and a breach shall be established, Tenant shall pay to Landlord all expenses incurred therefor, including reasonable attorney’s fees.

26.5.Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Tenant’s being evicted or dispossessed for any cause or the event of Landlord’s obtaining possession of the Leased Premises by reason of the violation by Tenant of any of the covenants or conditions of this Lease or otherwise.

26.6.It is agreed that, for the purpose of any suit brought or based on this Lease, this Lease shall be construed to be a divisible contract, to the end that successive actions may be maintained on this Lease as successive periodic sums shall mature under this Lease, and it is further agreed that failure to include in any suit or action any sum or sums then matured shall not be a bar to the maintenance of any suit or action for the recovery of such sum or sums so omitted.

26.7.Tenant agrees that all property on the Leased Premises, and for thirty (30) days after removal, shall be liable to distress for rent and Tenant waives the benefit of all laws exempting Tenant’s property from levy and sale either on distress for rent, or under execution of a judgment obtained in a suit therefor.

SECTION 27.REMEDIES CUMULATIVE.

No mention in this Lease of any specific right or remedy shall preclude Landlord or Tenant from exercising any other right or from having any other remedy or from maintaining any action to which it may be otherwise entitled either at law or in equity.

SECTION 28.WAIVER.

The failure of Landlord or Tenant to insist in any one or more instances upon a strict performance of any covenant of this Lease or the waiver by either party of any breach of any term, covenant or condition herein contained shall not be deemed to be a waiver or relinquishment of such term, covenant or condition or any subsequent breach of the same or any other term, covenant or condition herein contained.  The subsequent acceptance of rent hereunder by Landlord shall not be deemed to be a waiver of any previous breach by Tenant of any term, covenant, or condition of this Lease, other than the failure of Tenant to pay the particular rental so accepted, whether or not Landlord had knowledge of the previous breach at the time of acceptance of the rent.

SECTION 29.DELINQUENT RENTS.

If Tenant shall fail to pay any installment of Rent or other sum due hereunder within five (5) days of the date such sum is due, then a delinquency service charge equal to five percent (5.0%) of the amount overdue shall become immediately due and payable to Landlord as liquidated damages for Tenant’s failure to make prompt payment and shall be deemed to be additional rent hereunder.  If Tenant shall fail to pay when due the Rent or any other sum required by the terms of this Lease to be paid by Tenant, then, upon the happening of any such event, Tenant agrees to pay to Landlord interest on such sum or sums at the rate of five percent (5.0%) greater than the prime rate of interest of Maryland National Bank, N.A. in effect from time to time on the amount past due (including without limitation the delinquency service charges), beginning from the date which is ten (10) days after the date that the payment was due until it is paid.

SECTION 30.TERMINATION OF LEASE.

30.1.This Lease and the tenancy hereby created shall cease and terminate at the end of the Term hereof or any extension or renewal hereof without the necessity of any notice from either Landlord or Tenant, and Tenant hereby waives notice to remove and agrees that Landlord shall be entitled to the benefit of all provisions of law respecting the summary recovery of possession of the Leased Premises from a tenant holding over to the same extent as if statutory notice were given.  For the period of eight (8) months prior to the expiration of the Term of this Lease or any renewal or extension hereof, Landlord shall have the right to display on the exterior of the Leased Premises, or in any window or doorway thereof, the customary “For Rent” sign and during such period Landlord may show the Leased Premises and all parts thereof to prospective tenants during normal business hours.

30.2.If Tenant shall not immediately surrender possession of the Leased Premises at the termination of this Lease or any extension or renewal thereof, Tenant shall become a tenant from month to month, provided Rent shall be paid to and accepted by Landlord, in advance, at one and one-half times (1-½) the rate of rental payable hereunder just prior to the termination of this Lease; and Tenant hereby agrees that all obligations of Tenant and all rights of Landlord applicable during the Term of this Lease shall be equally applicable during any period of subsequent occupancy, whether or not a month to month tenancy shall have been created as aforesaid; provided, however, that should the parties be mutually engaged in good faith negotiations concerning an extension of this Lease, Tenant shall be responsible for Rent at the rate existing at the termination date of this Lease.

30.3.Tenant shall have the option to renew this lease at the expiration of the lease term set forth in Section 1.2 for the term and for the rents set forth in Exhibit C if Tenant is not in default hereunder at the time of the exercise of such option to renew.  Tenant shall exercise its right and option to renew by giving Landlord at least one hundred eighty (180) days written notice prior to the end of the initial term.  The renewal shall be upon all the same terms and conditions expressed in this lease except as to lease term and amount of rent.

SECTION 31.ABANDONED PERSONAL PROPERTY.

Upon the termination of this Lease or any extension or renewal hereof, whether by expiration or earlier termination pursuant to the provisions of this Lease, any personal property remaining in the Leased Premises shall be deemed to have been abandoned, and may either be retained by Landlord as its property or be disposed of in such manner as Landlord may determine.  Notwithstanding the foregoing, Tenant is not hereby relieved of its obligations under Sections 10, 11 and 12 hereof to remove all personal property from the Leased Premises and surrender the Leased Premises in the good order and condition as existing at the commencement of this Lease, reasonable wear and tear excepted.  If any personal property or part thereof shall be sold by Landlord pursuant to this Section.  Landlord may receive and retain the proceeds of such sale as Landlord’s property.

SECTION 32.ACCORD AND SATISFACTION.

No payment by Tenant or receipt by Landlord of a lesser amount than the monthly Rent or other sums herein stipulated shall be deemed to be other than an account of the earliest stipulated Rent or other sum, nor shall any endorsement or statement on any check or in any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such Rent or other sum due hereunder or pursue any other remedy provided in this Lease.

SECTION 33.BROKER’S COMMISSIONS.

Landlord and Tenant represent and warrant that neither has had dealings with any broker or agent in connection with this Lease or the Leased Premises except Broker (as designated in Section 1.7), and each agrees to hold harmless and indemnify each other from and against any and all cost, expense or liability for any compensation, commissions and charges claimed by any broker or agent with respect to the Leased Premises, this Lease or the negotiation hereof, other than the Broker.

SECTION 34.MISCELLANEOUS PROVISIONS.

34.1.It is mutually agreed that any notice required or permitted by this Lease to be given by either party to the other may be either personally delivered or sent by certified or registered mail, properly addressed and prepaid, return receipt requested, to Landlord’s Notice Address, if to Landlord, and to Tenant’s Notice Address, if to Tenant, unless another address shall have been substituted by notice in writing given by Landlord to Tenant or given by Tenant to Landlord.  The date of the giving of any notice shall be the date of depositing the notice in the mail (which may be evidenced by the postmark) or date of personal delivery.

34.2.No change or modification of this Lease shall be valid unless in writing and signed by the parties.  This Lease contains the entire agreement between the parties and there are no promises, agreements, conditions, undertakings, warranties or representations, oral or written, expressed or implied between them other than herein set forth.  This Lease is intended by the parties to be an integration of all prior or contemporaneous promises, agreements, conditions and undertakings between them.

34.3.All references in this Lease to “Term”, “the Term of this Lease” or a phrase of similar context shall mean both the initial term and any renewal or extension term; and “rent” shall mean both the Basic Rent and any and all other sums payable hereunder as rent.

34.4.This Lease and the covenants and conditions herein contained, shall inure to the benefit of and be binding upon Landlord, its successors and assigns, and shall inure to the benefit of and be binding upon Tenant, its successors and assigns.

34.5.The captions and headings throughout this Lease are for convenience only and the words contained therein shall, in no way, be held or deemed to define, limit, describe, explain, modify, amplify or add to the interpretation, construction or meaning of any provision or the scope or intent of this Lease, or in any way affect this Lease.

34.6.[Intentionally Deleted]

34.7.Nothing contained in this Lease shall be deemed or construed by the parties hereto, or by any third party, as creating a relationship of principal and agent, or a partnership or joint venture between the parties hereto, it being understood and agreed that nothing herein shall be deemed to create any relationship between the parties hereto other than the relationship of Landlord and Tenant.

34.8.If any clause or provision of this Lease is illegal, invalid or unenforceable under present or future laws affective during the Term of this Lease, then and in that event, it is, the intention of the parties hereto that the balance of the provisions of this Lease shall not be affected thereby.

34.9.This Lease and the terms and provisions hereof shall be construed and determined in accordance with the laws of State of Michigan.

34.10.Whenever used herein, the singular number shall include the plural, and the neuter gender shall include the feminine and masculine genders.

IN WITNESS WHEREOF, the parties hereto have respectfully signed and sealed these presents, the day and year first above written.

	Landlords:
ATTEST:	TAYLOR LAND & CO.
/s/ [ILLEGIBLE]	/s/ [ILLEGIBLE]		(SEAL)
ATTEST:	Tenant:
	ACCURIDE CORPORATION
/s/ [ILLEGIBLE]	By:	/s/ [ILLEGIBLE]	(SEAL)

STATE OF MARYLAND:

COUNTY OF BALTIMORE:

I HEREBY CERTIFY that on this 6^th day of  December, 1989, before me, the subscriber, a Notary Public of the State of Maryland, personally appeared Carl T. Julio, known  to me (or satisfactorily proven to me), and acknowledged himself to be the General Partner of Taylor Land & Co., and being duly authorized to do so, executed the foregoing instrument for the purposes therein contained, by himself as General Partner.

/s/Lloyd N. McNutt

Notary Public

My Commission Expires:  July 1, 2990

STATE OF KENTUCKY

COUNTY OF HENDERSON:

I HEREBY CERTIFY that on this 4^th day of December, 1989, before me, the subscriber, a Notary Public of the State of Maryland, personally appeared R. F. Hoffman, known to me (or satisfactorily proven to me), and acknowledged himself to be the V.P. & C.F.O. of Accuride Corporation and that he as V.P. & C.F.O. of such corporation, being duly authorized to do so, executed the foregoing instrument for the purposes therein contained, by signing the name of the Corporation by himself as V.P. & C.F.O..

/s/ Sara Williams

Notary Public

My Commission Expires:

PROPERTY DESCRIPTION

Land in the City of Taylor, Wayne County, Michigan described as: All that part of the East ½ of Section 3, Town 3 South, Range 10 East, City of Taylor, Wayne County, Michigan, and described as: Beginning at a point on the Westerly line of Norfolk and Western Railway Company Right of Way, 100 feet wide (formerly the Wabash Railroad Company), which point is distant South 88 degrees 11 minutes 55 seconds East 60.00 feet and South 1 degree 45 minutes 30 seconds West 363.69 feet and South 88 degrees 14 minutes 30 seconds East 2779.19 feet and South 1 degree 45 minutes 30 seconds West 152.13 feet and North 74 degrees 38 minutes 00 seconds East 559.82 feet from the West ¼ corner of said Section 3; thence North 1 degree 45 minutes 30 seconds East 992.33 feet; thence along the south line of a Roadway Easement which lies 70.00 feet, measured at right angles, South of and parallel to the South line of the Detroit Industrial Expressway, South 88 degrees 55 minutes 10 seconds East 487.50 feet; thence along the Westerly line of the cul-de-sac right of way, South 21 degrees 56 minutes 38 seconds East 195.57 feet; thence North 88 degrees 55 minutes 10 seconds West 78.62 feet; thence South 1 degree 45 minutes 30 seconds West 667.89 feet; thence along the Northerly line of said Norfolk and Western Railway Co. Right of Way South 74 degrees 38 minutes 00 seconds West 510.08 feet to the point of beginning.

BASIC MONTHLY RENTALS

Period	Monthly Rental
10/19/89 — 11/19/89	$0
11/19/89 — 11/30/89	$7,250.00
12/01/89 — 11/30/92	$18,125.00
12/01/92 — 11/30/95	$19,212.50
12/01/95 — 11/30/98	$20,365.25
12/01/98 — 11/30/99	$21,587.16

It is agreed and understood that the total rental to be paid by Tenant to Landlord over the Term is Two Million Three Hundred Forty-Three Thousand Five Hundred Ninety-Five Dollars and Ninety-Two Cents ($2,343,595.92).

ADDENDUM #1

Option to Renew

The provisions set forth in this Addendum are hereby incorporated into the Lease dated October 19, 1989 by and between TAYLOR LAND & CO. (“Landlord”) and ACCURIDE CORPORATION (“Tenant”) and shall have the same force and effect as if set forth in the body of the Lease.  To the extent that the provisions of this Addendum are inconsistent with those of the Lease, the provisions of this Addendum shall control.  Unless otherwise defined herein, all terms used in this Addendum shall have the same definition as is given thereto in the body of the Lease.

“Provided that no event of default has occurred which remains uncured (or for which a cure has not been commenced and being diligently pursued) either when the notice referred to hereinbelow is given or on the date on which such renewal term would otherwise commence, the Tenant shall be entitled to renew this Lease for an additional term (“the first renewal term”) of ten (10) years, commencing on the day immediately after the date on which (but for such renewal) the term would have expired and terminating on the tenth (10^th) anniversary of such day (which anniversary shall, if this Lease is so renewed, thereafter be the expiration date for all purposes of the provisions of this Lease as applicable thereafter), by and only by giving to the Landlord express, written notice of such renewal by not less than six (6) months before the date on which the renewal term is to commence (in which event the term shall automatically be deemed to have been extended by the length of the renewal term, and all references to “the term” in the provisions of this Lease shall thereafter mean the term as so extended).  The terms and conditions for such first renewal term shall all be as set forth in the body of this Lease, other than the annual rental, which shall be as follows:

Years	Monthly Rental
1, 2	$21,587.16
3, 4, 5	$22,882.39
6, 7, 8	$24,255.33
9, 10	$25,710.65

Initials/Date
Landlord:	/s/ [illegible]
Tenant:	/s/ [illegible]

May 25, 1999

Mr. Carl Grenadier
The Package Company
Suite 204
17348 West 12 Mile Road
Southfield, MI 48076

Re:  Renewal Option on Accuride Lease

Dear Mr. Grenadier:

The purpose of this letter is to provide notice, pursuant to Section 30.3 of the lease agreement dated October 19, 1989, by and between Taylor Land & Co. and Accuride Corporation, that Accuride, as Tenant under such lease, desires to exercise its right and option to renew the lease for an additional ten (10) year period.

We look forward to our continuing business relationship and desire to have Larry Taylor of our office meet with you as soon as possible to discuss various repair and maintenance provisions described under the lease.  Please contact us with any questions or comments.

Sincerely,

ACCURIDE CORPORATION

William P. Greubel

President and CEO

WPG/lp 
Df/N:/Taylor lease

State of Kentucky)

County of Henderson)

On May 25, 1999, before me, a Notary Public, in and for said County and State, personally appeared William P. Greubel, known to me to be the person whose name is subscribed to the within instrument, and acknowledged that he executed the same.

WITNESS my hand and official seal.

Notary Public, Kentucky State-At-Large
My Commission Expires September 19, 2002	/s/ Sara Williams
	Notary Public

FIRST AMENDEMENT TO LEASE AGREEMENT

This First Amendment to Lease Agreement (“Lease Amendment”), is entered into between The Package Company, L.L.C., a Michigan limited liability company, as successor in interest to Taylor Land & Co., a Maryland general partnership (“Landlord”), and Accuride Corporation (“Tenant”).  The following statements are a material part of this Lease Amendment:

Recitals of Facts Underlying the Lease Amendment

A.By Lease dated October 19, 1989, ( “Lease”), Landlord’s predecessors in interest leased to Tenant the demised premises described in the Lease and attached as Exhibit A to this Lease Amendment (the “Leased Premises”), for an initial term of ten (10) years, one (1) month and twelve (12) days.

B.Thereafter, Tenant exercised its option to renew the Lease for an additional ten (10) year term.

C. Section 12 of the Lease states that the “Landlord shall maintain the roof, pavement, rail siding and exterior walls of the Leased Premises, including all pavement and rail siding servicing the warehouse complex.”

D.Attached and incorporated into this Lease Amended as Exhibit B is a drawing of the Leased Premises designed to show the paved areas and retaining walls of the Leased Premises (“Pavement”), together with photographs of the Pavement taken in September, 2003.  Exhibit B shows that the Pavement and retaining walls to the Leased Premises have been in a state of disrepair.  Exhibit B also defines the locations where repair is necessary.

E.Landlord contends that it is not responsible under the Lease for maintaining the Pavement, or that Tenant must reimburse Landlord for the cost of Landlord’s maintenance of the Pavement.  Tenant contends that Landlord is responsible under the Lease for both the actual maintenance and the cost of maintenance of the Pavement (“Dispute”).

F.In order to resolve the Dispute and complete the repairs prior to the onset of inclement weather in 2003, Landlord and Tenant have agreed to amend the Lease as set forth in this Lease Amendment.

THEREFORE, in consideration of the mutual promises and covenants contained in this Lease Amendment, and other good and valuable consideration, the parties intending to be legally bound, agree to amend the Lease as follows:

1.The Recitals of Facts Underlying the Lease Amendment are incorporated into this paragraph 1 by this reference.

2.Notwithstanding any contrary provisions contained in the Lease, and except as provided in this Lease Amendment, the Landlord is solely responsible for the maintenance, repair and replacement of the roof, pavement, rail siding and exterior walls (including the retaining walls

located in Area 1 depicted on Exhibit B) of the Leased Premises, including all pavement and rail siding servicing the warehouse complex, and the Landlord is responsible for all costs, fees and expenses associated with such maintenance, repair and replacement.

3.Landlord shall, on or before October 22, 2003, commence repair and replacement of the Pavement in the areas depicted in Exhibit B, including but not limited to the retaining walls within the loading dock area depicted on Exhibit B.  With reference to Exhibit B, Landlord shall instruct its contractors that the Pavement in the area labeled Area 1 (shaded with blue rectangles) shall be excavated and replaced with an appropriate base and eight inches (8”) of industrial quality concrete (7 bag with wire mesh reinforcement).  Area 1 is approximately 2,625 square feet and has concrete retaining walls at its eastern and western edges (the “Retaining Walls”).  As part of the work in Area 1, Landlord shall instruct its contractors to remove and replace the existing retaining walls with concrete retaining walls of industrial quality (7 bag with reinforcement rod). The work in Area 1 shall commence on October 22, 2003.  The removal and replacement of the concrete in Area 1 shall be completed within two (2) to three (3) days of the commencement date, weather permitting. The period of time necessary for the concrete to cure in Area 1 (sufficient to allow Tenant to again use the loading docks in Area 1) shall be seven days after the concrete has been poured in Area 1.  That portion of Area 2 that is shaded with blue rectangles is approximately 7,590 square feet (the “Area 2 Concrete Work”).  For the Area 2 Concrete Work, Landlord’s contractors shall excavate the 7,590 square feet and replace such excavation in this portion of Area 2 with an appropriate base and eight inches (8”) of industrial quality concrete (7 bag with wire mesh reinforcement).  The Area 2 Concrete Work shall commence within six (6) days of the completion of the work in Area 1 and shall be completed within six (6) days.

Promptly after completion of the Area 2 Concrete Work, the remaining portion of Area 2 shall be excavated to the north to approximately one (1) to two (2) feet beyond where the concrete originally existed (see Exhibit A to the Lease).  This portion of Area 2 (the “Area 2 Asphalt Work”) shall be replaced with a solid base of three (3) inch stone, covered by seven (7) inches of “1 ½ inch down” stone, and covered by four (4) inches of asphalt, type 1100 L (2 inches) and 1100 T (2 inches).  Landlord shall instruct its contractors to trench and bury at such depths as the City of Taylor requires, that portion of the existing sump pump pipe that currently runs or should run from the eastern edge of Area 2 to the ditch along the eastern border of the property.

With reference to Areas 4 through 16 and Areas A and B, Landlord shall instruct its contractors to perform the same work as in the Area 2 Asphalt Work, excepting that the existing asphalt shall be pulverized instead of excavated.  All existing asphalt within Areas 4 through 16 and Areas A and B (as bounded by red lines on Exhibit B), shall be replaced and not just the deteriorated portions depicted by the circles within Areas 4 through 16 and Areas A and B.  The small portion of concrete near Area 16 shall not be removed and the asphalt installed around and about such area of concrete shall not be higher or lower than the current grade of such concrete.

Spot patching (removal of all loose asphalt to be filled in with new type 1100 L and 1100 T asphalt, and “capping” over all cracked areas of asphalt) shall be performed as necessary on all remaining areas of asphalt, including but not limited to Areas 17 through 22.

All asphalt work shall begin promptly after completion of the Area 2 Concrete Work, and shall be completed within a reasonable period of time thereafter, not to exceed one month, weather permitting.  Landlord shall use only appropriately licensed and insured contractors.  The concrete and asphalt repair and replacement described in this paragraph shall be collectively referred to as the “Work.”  Under no circumstances shall any portion of the Work interfere with Tenant’s access and operations, provided however, that Tenant acknowledges and agrees that during the Area 1 Work, Tenant shall not be able to use the loading docks within Area 1, and that during the Area 2 Concrete Work, Tenant shall not be able to use the loading docks in that portion of Area 2.  Because Tenant’s use of the loading docks in such areas will be temporarily suspended, time is strictly of the essence for the commencement and completion of the concrete Work in Areas 1 and 2.

4.Upon completion of the Work to the reasonable satisfaction of Tenant, Tenant shall pay to Landlord Forty-Eight Thousand ($48,000.00) Dollars, in monthly installments of Two Thousand ($2,000.00) Dollars each, on the first day of each month after completion of the Work, for a total of twenty-four months.  Payment of such amounts by Tenant shall be deemed payment of amounts in settlement of the Dispute and as consideration for this Lease Amendment, and not as rent under the Lease.

5.Notwithstanding anything in the Lease or this Lease Amendment to the contrary, three years after completion of the Work to the reasonable satisfaction of Tenant, Landlord and Tenant shall be jointly responsible for the performance and cost of all exterior maintenance associated with the Leased Premises as defined in this paragraph.  For purposes of this paragraph, “exterior maintenance” shall mean any routine maintenance and minor repairs (i.e., any maintenance or repair the total cost of which is $3,000.00 or less) to the exterior of the building and land which make up the Leased Premises, but not the performance and cost of major repairs or replacement (i.e., repairs or replacement, the total cost of which exceeds $3,000.00) to the exterior of the building and land which make up the Leased Premises.  Except as otherwise stated in this paragraph, those items which have been expressly made the responsibility of the Landlord or the Tenant under the Lease and this Lease Amendment shall remain the responsibility of the Landlord or the Tenant, as the case may be; e.g., the Landlord shall be responsible for major repairs and replacement (as defined in this paragraph) to the exterior of the building and land which make up the Leased Premises, including the roof, pavement, rail siding and exterior walls of the Leased Premises, as described in Section 12 of the Lease (and for the full cost and performance of all such exterior maintenance, repair or replacement during the initial three year period referenced in this paragraph).  In the event that Landlord shall fail to meet its obligations to maintain, repair or replace as set forth in the Lease and this Lease Amendment, Tenant shall have the right to perform such maintenance, repair or replacement, and deduct the cost (or 50% of the cost or routine maintenance or minor repairs after the initial three year period) thereof from the next month (or months) rent.

6.The Lease, as amended by this document, is ratified and confirmed.  Except as expressly modified or amended in this Lease Amendment, all terms, conditions, and provisions of the Lease shall remain in full force and effect; provided, however, that any other provision of the Lease shall be deemed modified as necessary to give practical effect to the provisions of this Lease Amendment.  To the extent that the terms and provisions of this Lease Amendment conflict or vary with the Lease, the terms and provisions of this Lease Amendment shall control.

7.This Lease Amendment shall be binding upon and inure to the benefit of the Landlord and Tenant and their respective representatives, successors and assigns.

8.This Lease Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument, provided that each party hereto is provided with a copy of this Agreement duly executed by the other.

9.The signatory on behalf of Landlord and Tenant represent and warrant to each other and to Landlord and Tenant that they have full right, power and authority to enter into this Lease Amendment on behalf of- Landlord and Tenant without the consent or approval of any other entity or person and make these representations knowing that the other party will rely thereon.

ACCORDINGLY, the parties, by their authorized representatives have signed this Lease Amendment as of the date indicated below to be effective as of October 22, 2003.

“LANDLORD”
The Package Company, L.L.C.,
a Michigan limited liability company,
as successor in interest to
Taylor Land & Co., a Maryland general partnership
By:	/s/ Carl Grenadier
		Charles Grenadier
Its:	Member
Dated:			November 6, 2003

[SIGNATURE PAGE TO FOLLOW]

“TENANT”
Accuride Corporation, a Delaware corporation
By:	/s/ David K. Armstrong
Its:	Senior Vice President & General Counsel
Dated:		November 18, 2003

EX-10.32

Exhibit 10.32

LEASE AGREEMENT

Dated March 1, 1999

By and between

THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF PIEDMONT

and

BOSTROM SEATING, INC.

The interest of The Industrial Development Board of the City of Piedmont in any rents, revenues and receipts derived by it under this Lease Agreement has been assigned to NBD Bank.  as Trustee under the Trust Indenture dated as of March 1, 1999.

This Lease Agreement was prepared by Heyward C.  Hosch of Walston, Wells, Anderson & Bains, LLP, Financial Center, 505 20th Street North, Suite 500, Birmingham, Alabama 35203

LEASE AGREEMENT

TABLE OF CONTENTS

RECITALS
ARTICLE 1
DEFINITIONS
ARTICLE 2
REPRESENTATIONS
SECTION 2.01	Representations by the Issuer
SECTION 2.02	Representations by the User
ARTICLE 3
DEMISING CLAUSES; 1973 LEASE TO REMAIN IN EFFECT; CONSTRUCTION OF LEASE AGREEMENT
ARTICLE 4
ACQUISITION OF THE PROJECT
SECTION 4.01	Agreement to Acquire
SECTION 4.02	No Warranty of Suitability of Issuer
SECTION 4.03	Pursuit of Remedies Against Vendors, Contractors and Subcontractors and Their Sureties
SECTION 4.04	Completion of the Project
ARTICLE 5
DURATION OF LEASE TERM AND RENTAL PROVISIONS
SECTION 5.01	Duration of Term
SECTION 5.02	Basic Rental Payments; Draws Under Letter of Credit
SECTION 5.03	Additional Rental Payments
SECTION 5.04	Advances by Issuer or Trustee
SECTION 5.05	Indemnity of Issuer, Trustee and Paving Agent
SECTION 5.06	Obligations of User Unconditional
SECTION 5.07	This Lease a Net Lease

ARTICLE 6
MAINTENANCE, ALTERATIONS, REPLACEMENTS, INSURANCE
SECTION 6.01	Maintenance and Repairs, Alterations and Improvements, Party Walls and Liens; Utility Charges
SECTION 6.02	Removal of Substitution and Replacement for Equipment
SECTION 6.03	Installation of Machinery and Equipment Owned or Leased by the User or Subject to a Security Interest in Third Parties
SECTION 6.04	Insurance
ARTICLE 7
PROVISIONS RESPECTING DAMAGE, DESTRUCTION AND CONDEMNATION
SECTION 7.01	Damage and Destruction
SECTION 7.02	Condemnation
ARTICLE 8
CERTAIN PROVISIONS RELATING TO ASSIGNMENT, SUBLEASING, MORTGAGING AND THE BONDS
SECTION 8.01	Provisions Relating to Assignment and Subleasing
SECTION 8.02	Assignment of Lease Agreement and Rents by the Issuer
SECTION 8.03	Transfer or Encumbrance Created by Issuer: Corporate Existence of Issuer
SECTION 8.04	Redemption of Bonds
ARTICLE 9
COVENANTS OF THE USER
ARTICLE 10
EVENTS OF DEFAULT AND REMEDIES
SECTION 10.01	Events of Default
SECTION 10.02	Remedies on Default
SECTION 10.03	Availability of Remedies
SECTION 10.04	Agreement to Pay Attorneys’ Fees and Expenses
ARTICLE 11
OPTIONS
SECTION 11.01	Options to Terminate

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SECTION 11.02	Option to Renew
SECTION 11.03	Option to Purchase Prior to Payment of the Bonds
SECTION 11.04	Option to Purchase Project After Payment of the Indenture Indebtedness
SECTION 11.05	Option to Purchase Portions of Project Site
SECTION 11.06	Conveyance of Exercise of Option to Purchase
ARTICLE 12
INTERNAL REVENUE CODE
SECTION 12.01	Covenants Regarding Section 103 and Sections 141-150 of the Internal Revenue Code
SECTION 12.02	User’s Obligation Upon Determination of Taxability
SECTION 12.03	Federal Rebate Payments
ARTICLE 13
PROVISIONS OF GENERAL APPLICATION
SECTION 13.01	Covenant of Quiet Environment
SECTION 13.02	Investment of Funds
SECTION 13.03	Issuer’s Liabilities Limited
SECTION 13.04	Prior Agreements
SECTION 13.05	Execution Counterparts
SECTION 13.06	Binding Effect. Governing Law
SECTION 13.07	Enforceability
SECTION 13.08	Article and Section Captions
SECTION 13.09	Notices
SECTION 13.10	Amendment of Indenture and this Lease Agreement
TESTIMONIAL
SIGNATURES
ACKNOWLEDGMENTS
EXHIBIT A
EXHIBIT B

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STATE OF ALABAMA

CALHOUN COUNTY

LEASE AGREEMENT

LEASE AGREEMENT dated as of March 1, 1999, between THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF PIEDMONT, a public corporation under the laws of the State of Alabama (the “Issuer”), and BOSTROM SEATING, INC., a Delaware corporation (the “User”).

Recitals

Pursuant to and for the purposes expressed in Division 1 of Article 4 of Chapter 54 of Title 11 of the Code of Alabama 1975 (the “Enabling Law”), the Issuer and the User are parties to that certain Lease Agreement dated as of September 1, 1973, as defined herein (the “1973 Lease”), and the Issuer and the User have executed and delivered this Lease Agreement simultaneously with the issuance and sale by the Issuer of its $3,100,000 Variable\Fixed Rate Industrial Development Revenue Bonds (Bostrom Seating, Inc. Project), dated the date of delivery and payment therefor, under and pursuant to that certain Trust Indenture dated as of March 1, 1999 from the Issuer to NBD Bank, as trustee, to finance the acquisition, construction and installation of a “project” within the meaning of the Enabling Law, as more particularly described in said Trust Indenture.

Agreement

NOW, THEREFORE, for and in consideration of the premises, and the mutual covenants and agreements herein contained, the Issuer and the User hereby covenant, agree and bind themselves as follows:

The 1973 Lease is hereby amended by deleting the provisions of Articles I through XII, inclusive, save and excepting Section 5.1 of the 1973 Lease, in the entirety thereof and substituting therefor the following:

ARTICLE 1

Definitions

For all purposes of this Lease Agreement:

(a)Capitalized terms used herein without definition shall have the respective meanings assigned thereto in the Indenture.

(b)The following general rules of construction shall apply:

(1)The terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular.

(2)All accounting terms not otherwise defined herein have the meanings assigned to them, and all computations herein provided for shall be made, in accordance with generally accepted accounting principles.  All references herein to “generally accepted accounting principles” refer to such principles as they exist at the date of application thereof.

(3)All references in this instrument to designated “Articles”, “Sections” and other subdivisions are to the designated Articles, Sections and subdivisions of this instrument as originally executed.

(4)The terms “herein”, “hereof’ and “hereunder” and other words of similar import refer to this Lease Agreement as a whole and not to any particular Article, Section or other subdivision.

(c)The following terms shall have the following meanings:

Additional Rental Payments shall mean the payments to be made pursuant to Section 5.03.

Basic Rental Payments shall mean the Payments payable pursuant to Section 5.02.

Bond Fund shall mean the fund established pursuant to Section 8.01 of the Indenture.

Bond Guaranty shall mean that certain Bond Guaranty Agreement dated March 1, 1999, executed by User in favor of the Trustee.

Bond Payment Date shall mean each date on which any principal of, premium (if any) or interest on the Bonds is due and payable (whether on the maturity or due dates thereof, by call for optional or mandatory or extraordinary redemption, by acceleration, or by optional or mandatory tender).

City shall mean the City of Piedmont, Alabama and any successor to its functions.

Construction Fund shall mean the fund established pursuant to Section 7.02 of the Indenture.

Credit Documents shall mean collectively all agreements, documents, guaranties, instruments, notes, notices, and other writings executed and delivered by the User or any other persons or persons which evidence, guarantee or provide security for the obligations of the User with respect to the Letter of Credit, including any amendments or supplements to any thereof from time to time entered into pursuant to the applicable provisions thereof, until a Substitute Letter of Credit shall have been accepted by the Trustee, and thereafter “Credit Documents” shall mean collectively all agreements, documents, guaranties, instruments, notes, notices, and other writings which evidence, guarantee or provide security for the obligations of the User with respect to such Substitute Letter of Credit.

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Debt Service shall mean the principal of, premium (if any) and interest on the Bonds.

Enabling Law shall mean Division 1 of Article 4 of Chapter 54 of Title 11 of the Code of Alabama 1975.

Environmental Law shall mean and include all laws, rules, regulations, ordinances, judgments, decrees, codes, orders, injunctions, notices and demand letters of any Governmental Authority applicable to the User or the Project Site (including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Sections 9601, et seq.) relating to pollution or protection of human health or the environment, including any relating to Hazardous Substances.

Equipment shall have the meaning assigned in Demising Clause III of Article 3.

Financing Documents shall mean the Indenture, the Lease Agreement, the Bond Guaranty, the Credit Documents, the Remarketing Agreement, and the Letter of Credit.

Governmental Authority shall mean any federal, state, county, municipal, or other government, domestic or foreign, and any agency, authority, department, commission, bureau, board, court or other instrumentality thereof.

Hazardous Substances shall mean and include all pollutants, contaminants, toxic or hazardous wastes and other substances (including asbestos, urea formaldehyde, foam insulation and materials containing either petroleum or any of the substances referenced in Section 101(14) of CERCLA), the removal of which is required or the manufacture, use, maintenance and handling of which is regulated, restricted, prohibited or penalized by an Environmental Law, or, even though not so regulated, restricted, prohibited or penalized, might pose a hazard to the health and safety of the public or the occupants of the property on which it is located or the occupants of the property adjacent thereto.

Improvements shall have the meaning assigned in Demising Clause II of Article 3.

Indenture shall mean that certain Trust Indenture dated as of March 1, 1999 between the Issuer and the Trustee as originally executed or as it may from time to time be supplemented, modified or amended by one or more indentures or other instruments supplemental hereto entered into pursuant to the applicable provisions thereof.

Indenture Indebtedness shall mean all indebtedness of the Issuer at the time secured by the Indenture, including without limitation (i) all principal of, premium (if any) and interest on the Bonds and (ii) all reasonable and proper fees, charges and disbursements of the Trustee and Paying Agent for services performed and disbursements made under the Indenture.

Internal Revenue Code shall mean whichever of the following shall be applicable in the context:  the Internal Revenue Code of 1954, as amended; the Internal Revenue Code of 1986, as amended; and the transition rules of related legislation.

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Issuer shall mean The Industrial Development Board of the City of Piedmont, a public corporation under the laws of the State of Alabama, until a successor corporation shall have become such pursuant to the applicable provisions of the Indenture and this Lease Agreement, and thereafter “Issuer” shall mean such successor corporation.

Lease Agreement shall mean this instrument including any amendments or supplements to such instrument from time to time entered into pursuant to the applicable provisions thereof.

Lease Default shall have the meaning stated in Article 10 of this Lease Agreement.

Lease Term means the duration of the leasehold estate granted in Section 5.01 of this Lease Agreement.

Net Proceeds when used with respect to any insurance or condemnation award, means the gross proceeds from the insurance or condemnation award with respect to which that term is used remaining after payment of all reasonable expenses (including reasonable attorneys’ fees and any extraordinary fee of the Trustee) incurred in the collection of such gross proceeds.

1973 Lease shall mean that certain Lease Agreement dated as of September 1, 1973 between the Issuer and Universal Oil Products Company, recorded in Book 1362 at page 123 et seq. in the Office of the Judge of Probate of Calhoun County, Alabama, as assigned to and assumed by the User pursuant to Lease Assignment and Assumption Agreement dated May 14, 1993 between the User and Universal Oil Products Company, recorded in Book        at Page      et seq. in said office.

Permitted Encumbrances means, as of any particular time, (i) the Financing Documents, (ii) liens for taxes, assessments or other governmental charges or levies not due and payable or which are currently being contested in good faith by appropriate proceedings, (iii) utility, access and other easements and rights of way, party walls, restrictions and exceptions that may be granted or are permitted under this Lease Agreement, (iv) any mechanic’s, laborer’s, materialman’s, supplier’s or vendor’s lien or right or purchase money security interest if payment is not yet due and payable under the contract in question, (v) such minor defects, irregularities, encumbrances, easements, rights of way and clouds on title as do not, in the opinion of an independent Counsel, materially impair the Project for the purpose for which it was acquired or is held by the Issuer, and (vi) such encumbrances, mortgages, and other matters which appear of public record prior to the date of recording of this Lease Agreement.

Project shall mean the Project Site, the Improvements and the Equipment, as the same may at any time exist, and all other property and rights referred to or intended so to be in Demising Clauses I through III, inclusive, hereof.

Project Costs shall mean all costs of acquiring, constructing, equipping and improving the Project, including without limitation:

(1)the purchase price and related costs for the acquisition of real property or any interest therein,

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(2)the cost of labor, materials and supplies furnished or used in the acquisition, construction and installation of the Improvements and the costs of acquiring and installing the Equipment,

(3)acquisition, transportation and installation costs for personal property and fixtures,

(4)fees for architectural, engineering and supervisory services to such architects, engineers, developers and construction supervisors as the User shall approve,

(5)expenses incurred in the enforcement of any remedy against any contractor, subcontractor, materialmen, vendor, supplier or surety,

(6)interest accruing on the Bonds until the Project is placed in service,

(7)expenses incurred by the Issuer and the User in connection with the financing of the Project including legal, consulting and accounting fees,

(8)reimbursement to the User for any of the foregoing costs, fees and expenses set forth in (1) through (7) above, paid by it with its own finds.

Project Site shall mean the real property described in Demising Clause I of Article 3.

Rental Payments shall mean collectively the Basic Rental Payments and the Additional Rental Payments.

State shall mean the State of Alabama.

Trustee shall mean NBD Bank, until a successor Trustee shall have become such pursuant to the applicable provisions of the Indenture, and thereafter “Trustee” shall mean such successor.

Unimproved when used with reference to the Project Site shall mean any part of the Project Site upon which no part of a building or other structure rests.

User shall mean Bostrom Seating, Inc., and its successors and assigns.

ARTICLE 2

Representations

SECTION 2.01Representations by the Issuer

The Issuer makes the following representations

(a)The Issuer is duly incorporated under the provisions of the Enabling Law and has the power to enter into the transactions contemplated by this Lease Agreement and to carry out its obligations hereunder.  The Issuer is not in default under any of the provisions contained

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in its certificate of incorporation, its by-laws, or in the laws of the State.  By proper corporate action the Issuer has duly authorized the execution and delivery of this Lease Agreement, the Indenture, and the Bonds.

(b)The Issuer has determined that the issuance of the Bonds, the acquisition, construction and equipping of the Project and the leasing of the Project to the User will be in furtherance of the purposes of the Enabling Law.

(c)The Bonds will be issued and delivered contemporaneously with the delivery of this Lease Agreement.

SECTION 2.02Representations by the User

The User makes the following representations:

(1)The User is duly organized and in good standing as a corporation under the laws of the State of Delaware and is not in default under any of the provisions contained in its articles of incorporation, as amended, or bylaws or in the laws of the State of Delaware.  The User is duly qualified to do business in the State.

(2)The User has the corporate power and authority to own its properties, carry on the business in which it is presently engaged, and consummate the transactions contemplated by the Financing Documents to which it is a party.

(3)By proper corporate action the User has duly authorized the execution, delivery and performance of the Financing Documents to which it is a party and the consummation of the transactions contemplated therein.

(4)The User has obtained all consents, approvals, authorizations and orders of, and made all filings with, each Governmental Authority that are required to be obtained or made by it as a condition to the execution and delivery of the Financing Documents to which it is a party.

(5)The execution and delivery by the User of the Financing Documents to which it is a party and the consummation by it of the transactions contemplated therein will not conflict with, be in violation of, or result in a default under, its articles of incorporation or bylaws, or any agreement, contract, instrument, order, writ, decree or judgment to which the User is a party or is subject.

(6)The Financing Documents to which the User is a party constitute legal, valid and binding obligations of the User and are enforceable against the User in accordance with the terms of such instruments, except as enforcement thereof may be limited by (i) the exercise of judicial discretion and (ii) bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors’ rights, to the extent constitutionally applicable.

(7)There is no action, suit, proceeding, inquiry or investigation pending before any Governmental Authority, or threatened against or affecting the User or its properties,

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that (a) involves (i) the consummation of the transactions contemplated by, or the validity or enforceability of, the Financing Documents, (ii) its organization, (iii) the election or qualification of its directors or officers, (iv) its powers, or (b) could have a materially adverse effect upon the financial condition or operations of the User.

(8)The User is not an “investment company” or a company “controlled” by an “investment company”, as such terms are defined in the Investment Company Act of 1940, as amended.

(9)The financing of the Project through the issuance of the Bonds and the leasing of the Project to the User has induced the User to enlarge, expand and improve existing operations in the State as provided in the Enabling Law.

(10)The User intends to operate the Project for manufacturing, production, assembling, processing, storing and distribution of such agricultural, manufactured or mineral products as the User shall determine and in such a manner that it will constitute a “project” within the meaning of the Enabling Law.

(11)This Lease Agreement is necessary to promote and further the financial and economic interests of the User and the assumption by the User of its obligations hereunder will result in direct financial benefits to the User.

ARTICLE 3

Demising Clauses; 1973 Lease to Remain
in Effect; Construction of Lease Agreement

The Issuer, for and in consideration of the rents, covenants and agreements hereinafter reserved, mentioned and contained on the part of the User to be paid, kept and performed, does hereby demise and lease to the User, and the User does hereby lease, take and hire from the Issuer, the following property:

I.

The real property described on Exhibit A hereto and all other real property, or interests therein, acquired by the Issuer with proceeds of the Bonds or with funds advanced or paid pursuant to this Lease Agreement (the “Project Site”), together with all easements, permits, licenses, rights-of-way, contracts, leases, tenements, hereditaments, appurtenances, rights, privileges and immunities pertaining or applicable to said real property.

II.

All buildings, structures and other improvements now or hereafter constructed or situated on the Project Site, including without limitation all buildings, structures and other improvements constructed on the Project Site with proceeds of the Bonds or with funds advanced or paid by the User pursuant to this Lease Agreement (the “Improvements”).

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III

The machinery, equipment, personal property and fixtures described on Exhibit B attached hereto and all other machinery, equipment, personal property and fixtures acquired with the proceeds of the Bonds or with funds advanced or paid by the User pursuant to this Lease Agreement, together with all personal property and fixtures acquired in substitution therefor or as a renewal or replacement thereof (the “Equipment”).

SUBJECT, HOWEVER, to Permitted Encumbrances;

PROVIDED:  this Lease Agreement is executed and delivered in continuation of the leasehold estate created by the Issuer in the Project pursuant to the 1973 Lease, in accordance with Section 5.1 thereof and as amendatory to the provisions of the 1973 Lease, and the 1973 Lease shall remain in effect, as amended by this Lease Agreement, solely with respect to the leasehold estate created in the property covered hereby.

ARTICLE 4

Acquisition of the Project

SECTION 4.01Agreement to Acquire

(a)Simultaneously with the delivery of this Lease Agreement the Issuer shall cause the Bond proceeds to be deposited in the Construction Fund.  The Issuer shall cause the proceeds of the Bonds to be advanced to the User by withdrawal from the Construction Fund, in accordance with the requirements of the Indenture, for the payment of Project Costs at such times and in such amounts as shall be directed by the User.  The proceeds of the Bonds shall be used solely for the payment of Project Costs as provided in the Indenture.

(b)The User will acquire and construct the Project with all reasonable dispatch and due diligence and will cause the Project to be placed in service as promptly as practicable.  The Issuer will not execute any contract or purchase orders for the Project without the prior written consent of the User.

(c)Compliance with laws and regulations necessary to realize any sales and use tax exemption with respect to the acquisition, construction and equipping of the Project shall be the sole responsibility of the User and the Issuer does not assume any responsibility or give any assurance with respect to any possible exemption from sales and use taxes.

(d)The User may, with the prior written consent of the Credit Obligor, cause changes or amendments to be made in the plans and specifications for such acquisition and construction of the Project, provided (1) such changes or amendments will not change the nature of the Project to the extent that it would not constitute a “project” as authorized by the Enabling Law, and (2) such changes or amendments will not materially affect the utility of the Project for its intended use.  The Issuer will make only such changes or amendments in the plans and specifications for the acquisition and construction of the Project as may be requested in writing by the User.

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(e)The Issuer and the User shall from time to time each appoint by written instrument an agent or agents authorized to act for each respectively in any or all matters relating to the acquisition and construction of the Project and payments to be made out of the Construction Fund.  One of the agents appointed by the User shall be designated its Project Supervisor.  Either the Issuer or the User may from time to time revoke, amend or otherwise limit the authorization of any agent appointed by such party to act on such party’s behalf or designate another agent or agents to act on such party’s behalf, provided that there shall be at all times at least one agent authorized to act on behalf of the Issuer, and at least one agent (who shall be the Project Supervisor) authorized to act on behalf of the User, with reference to all the foregoing matters.  The Project Supervisor at any time designated by the User is hereby irrevocably appointed as agent for the Issuer to issue and execute, for and in the name and behalf of the Issuer and without any further approval of the governing body or any officer, employee or other agent thereof, a payment requisition on the Construction Fund.

(f)In the event the proceeds derived from the sale of the Bonds are insufficient to pay in full all Project Costs, the User shall be obligated to complete the acquisition and construction of the Project at its own expense and the User shall pay any such deficiency and shall save the Issuer whole and harmless from any obligation to pay such deficiency.  The User shall not by reason of the payment of such deficiency from its own funds be entitled to any diminution in Rental Payments.

SECTION 4.02No Warranty of Suitability of Issuer

THE USER RECOGNIZES AND AGREES THAT THE ISSUER MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, NOR OFFERS ANY ASSURANCES THAT THE PROJECT WILL BE SUITABLE FOR THE USER’S PURPOSES OR NEEDS OR THAT THE PROCEEDS DERIVED FROM THE SALE OF THE BONDS WILL BE SUFFICIENT TO PAY IN FULL ALL PROJECT COSTS.

SECTION 4.03Pursuit of Remedies Against Vendors, Contractors and Subcontractors and Their Sureties

The User may, in its own name or in the name of the Issuer, prosecute or defend any action or proceeding or take any other action involving any vendor, contractor, subcontractor or surety under any contract or purchase order for acquisition and construction of the Project which the User deems reasonably necessary, and the Issuer hereby irrevocably appoints the User as its agent with respect to any such action or proceeding and agrees that it will cooperate fully with the User and will take all action requested by the User in any such action or proceeding.  Any amounts recovered by way of damages, refunds, adjustments or otherwise in connection with the foregoing shall be paid into the Construction Fund and applied as provided for funds on deposit therein.  The User will pay all costs, fees and expenses incurred which are not paid from the Construction Fund.

SECTION 4.04Completion of the Project

(a)The completion of the Project shall be evidenced to the Trustee by a certificate signed by the Project Supervisor on behalf of the User stating that (1) construction of the

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Improvements has been completed in accordance with the plans and specifications approved by the User, (2) the Equipment has been acquired and installed in accordance with the User’s instructions, (3) all Project Costs have been paid, and (4) all facilities and improvements necessary in connection with the Project have been acquired and installed and all costs and expenses incurred in connection therewith have been paid.  Notwithstanding the foregoing, such certificate shall state that it is given without prejudice to any rights against any vendor, contractor, subcontractor or other person not a party to this Lease Agreement which exist at the date of such certificate or which may subsequently come into being.  The Issuer and the User will cooperate in causing such certificate to be furnished to the Trustee.

(b)After the delivery of the aforesaid certificate to the Trustee, any moneys then remaining in the Construction Fund shall be applied as provided in the Indenture.

ARTICLE 5

Duration of Lease Term and Rental Provisions

SECTION 5.01Duration of Term

The term of this Lease Agreement and of the lease herein made shall begin on the date of the delivery of this Lease Agreement and, subject to the provisions of this Lease Agreement, shall continue until midnight of March 1, 2014.  The Issuer will deliver to the User possession of the Project on the commencement date of the Lease Term, subject to the inspection and other rights reserved in this Lease Agreement, and the User will accept possession thereof at such time; provided, however, the Issuer will be permitted such possession of the Project as shall be necessary and convenient for it to construct or install any additions or improvements and to make any repairs or restorations required or permitted to be constructed, installed or made by the Issuer pursuant to the provisions hereof.

SECTION 5.02Basic Rental Payments; Draws Under Letter of Credit

(a)On or before 10:00 a.m. (Birmingham, Alabama time) on each Bond Payment Date, the User shall pay to the Trustee, for the account of the Issuer, an amount equal to the Debt Service on the Bonds (other than Pledged Bonds) due and payable on such Bond Payment Date; provided, however, that (i) any amount already on deposit in the Bond Fund on the due date of such Basic Rental Payment and available for the payment of the Debt Service on the Bonds on such Bond Payment Date shall be credited against the amount of such Basic Rental Payment, and (ii) any amount drawn by the Trustee pursuant to the Letter of Credit for the payment of the Debt Service on the Bonds on such Bond Payment Date shall be credited against such Basic Rental Payment.

(b)On each Bond Payment Date prior to 10:30 a.m. (Birmingham, Alabama time) the Trustee shall, without making any prior claim or demand on the User for the payment of Basic Rental Payments with respect to Bonds other than Pledged Bonds, make a draw on the Letter of Credit in an amount equal to the amount of Debt Service on the Bonds due and payable on such Bond Payment Date on Bonds other than Pledged Bonds (except as may otherwise be provided in Section 8.02(f) of the Indenture).  The User shall receive a credit against Basic

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Rental Payments for the amount so drawn.  No draw shall be made under the Letter of Credit with respect to Pledged Bonds, and the User shall receive no credit against Basic Rental Payments with respect to Pledged Bonds for any amounts drawn under the Letter of Credit.

(c)The User hereby authorizes and directs the Trustee to draw moneys under the Letter of Credit in accordance with the provisions of the Indenture and this Lease Agreement to the extent necessary to pay the Debt Service on the Bonds (other than Pledged Bonds) when due and payable pursuant to the Indenture and the Bonds.

(d)All Basic Rental Payments shall be made in funds immediately available to the Trustee at its Principal Office on the related Bond Payment Date.

(e)If any Basic Rental Payment is due on a day which is not a Business Day, such payment may be made on the first succeeding day which is a Business Day with the same effect as if made on the day such payment was due.

(f)The User acknowledges, covenants, and agrees that until the Indenture Indebtedness is paid in full the User shall make Basic Rent Payments in such amounts and at such times as shall be necessary to enable the Trustee to pay in full in accordance with the Indenture the Debt Service on the Bonds (other than Pledged Bonds) when and as the same becomes due and payable.

(g)Any overdue Basic Rental Payment shall bear interest from the related Bond Payment Date until paid at the Post-Default Rate for overdue Debt Service payments specified in the Indenture.

SECTION 5.03Additional Rental Payments

(a)The User shall make Additional Rental Payments as follows:

(1)the acceptance fee of the Trustee and the annual (or other regular) fees, charges and expenses of the Trustee, Paying Agent and Remarketing Agent;

(2)any amount to which the Trustee may be entitled under Section 13.07 of the Indenture; and

(3)the reasonable expenses of the Issuer incurred at the request of the User, or in the performance of its duties under any of the Financing Documents, or in connection with any litigation which may at any time be instituted involving the Project, the Financing Documents, or in the pursuit of any remedies under the Financing Documents.

(b)All Additional Rental Payments shall be due and payable within 10 days after receipt by the User of an invoice therefor.

(c)Any overdue Additional Rental Payment shall bear interest from the date due until paid at the Post-Default Rate for such Additional Rental Payments specified in the Indenture.

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SECTION 5.04Advances by Issuer or Trustee

If the User shall fail to perform any of its covenants in this Lease Agreement, the Issuer or the Trustee may, at any time and from time to time, after written notice to the User if no Lease Default exists, make advances to effect performance of any such covenant on behalf of the User.  Any money so advanced by the Issuer or the Trustee, together with interest at the base or prime rate of the Trustee plus two percent, shall be paid upon demand.

SECTION 5.05Indemnity of Issuer, Trustee and Paving Agent

(a)The User covenants and agrees to pay and to indemnify and hold the Issuer, the Trustee and the Paying Agent (and each officer, director, member, employee or agent of each thereof) harmless against, any and all liabilities, losses, damages, claims or actions (including all reasonable attorneys’ fees and expenses of the Issuer, Trustee and the Paying Agent), of any nature whatsoever incurred by the Issuer, the Trustee and the Paying Agent without gross negligence or willful misconduct on their part arising from or in connection with (i) their performance or observance of any covenant or condition on their part to be observed or performed under any of the Financing Documents, (ii) any injury to, or the death of, any person or any damage to property at the Project, or in any manner growing out of or connected with the use, nonuse, condition or occupation of the Project or any part thereof, (iii) any damage, injury, loss or destruction of the Project, (iv) any other act or event occurring upon, or affecting, any part of the Project, (v) violation by the User of any contract, agreement or restriction affecting the Project or the use thereof of which the User has notice and which shall have existed at the commencement of the Lease Term hereof or shall have been approved by the User, or of any law, ordinance or regulation affecting the Project or any part thereof or the ownership, occupancy or use thereof, (vi) any violation of, or non-compliance of the Project Site with, Environmental Laws, or the presence of Hazardous Substances now or hereafter on or under or included in the Project Site and any investigation, clean up or removal of, or other remedial action or response costs with respect to, any Hazardous Substances now or hereafter located on or under or included in the Project Site, or any part thereof, that may be required by any Environmental Law or Governmental Authority (specifically including without limitation any and all liabilities, damages, fines, penalties, response costs, investigatory or other costs pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Sections 9601 et seq.) and including without limitation claims alleging non-compliance with Environmental Laws which seek relief under or are based on state or common law theories such as trespass or nuisance, and (vii) liabilities, losses, damages, claims or actions arising out of the offer and sale of the Bonds or a subsequent sale or distribution of any of the Bonds, unless the same resulted from a representation or warranty of the Issuer or the Trustee or the Paying Agent in any of the Financing Documents or any certificate delivered by the Issuer or the Trustee or the Paving Agent pursuant thereto being false or misleading in a material respect and such representation or warranty was not based upon a similar representation or warranty of the User furnished to the Issuer or the Trustee or the Paying Agent in connection therewith.

(b)The User hereby agrees that the Issuer, the Trustee and the Paying Agent shall not incur any liability to the User, and shall be indemnified against all liabilities, in exercising or refraining from asserting, maintaining or exercising any right, privilege or power of the Issuer, or the Trustee, or the Paying Agent under any of the Financing Documents if the Issuer,

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or the Trustee, or the Paying Agent as the case may be is acting in good faith and without willful misconduct or in reliance upon a written request by the User.

(c)If any indemnifiable party (whether the Issuer or the Trustee) shall be obligated to pay any claim, liability or loss, and if in accordance with all applicable provisions of this Section the User shall be obligated to indemnify and hold such indemnifiable party harmless against such claim, liability or loss, then, in such case, the User shall have a primary obligation to pay such claim, liability or loss on behalf of such indemnifiable party and may not defer discharge of its indemnity obligation hereunder until such indemnifiable party shall have first paid such claim, liability or loss and thereby incurred actual loss.

(d)The covenants of indemnity by the User contained in this Section shall survive the termination of this Lease Agreement with respect to events or occurrences happening prior to or upon the termination of this Lease Agreement and shall remain in full force and effect until the commencement of an action with respect to any such event or occurrence shall be prohibited by law.

SECTION 5.06Obligations of User Unconditional

The obligation of the User to make all Rental Payments and all other payments provided for herein and to perform and observe the other agreements and covenants on its part herein contained shall be absolute and unconditional, irrespective of any rights of set-off, recoupment or counterclaim it might otherwise have against the Issuer.  The User will not suspend or discontinue any such payment or fail to perform and observe any of its other agreements and covenants contained herein or terminate any of the Financing Documents, for any cause whatsoever, including, without limiting the generality of the foregoing, any acts or circumstances that may constitute an eviction or constructive eviction, failure of consideration or commercial frustration of purpose, the invalidity or unenforceability of the Bonds or any of the Financing Documents or any provision thereof, the invalidity or unconstitutionality of the Enabling Law or any provision thereof, any damage to or destruction of the Project or any part thereof, the taking by eminent domain of title to or the right to temporary use of all or any part of the Project, any failure of the Credit Obligor to make a payment pursuant to the Letter of Credit or to reinstate the appropriate amount thereof, any change in the tax or other laws or administrative rulings, actions or regulations of the United States of America or of the State or any political or taxing subdivision of either thereof, or any failure of the Issuer to perform and observe any agreement or covenant, whether express or implied, any duty, liability or obligation arising out of or in connection with this Lease Agreement.  Notwithstanding the foregoing, the User may, at its own cost and expense and in its own name or in the name of the Issuer, prosecute or defend any action or proceeding, or take any other action involving third persons which the User deems reasonably necessary in order to secure or protect its rights of use and occupancy and the other rights hereunder.  The provisions of the first and second sentences of this Section shall apply only so long as any of the Bonds remains Outstanding.

SECTION 5.07This Lease a Net Lease

The User recognizes, understands and acknowledges that it is the intention hereof that this Lease Agreement be a net lease and that as long as any of the Bonds are Outstanding all

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Basic Rent be available for payment of the Debt Service on the Bonds and that all Additional Rent shall be available for the purposes specified therefor.  This Lease Agreement shall be construed to effectuate such intent.

ARTICLE 6

Maintenance, Alterations, Replacements, Insurance

SECTION 6.01Maintenance and Repairs, Alterations and Improvements, Party Walls and Liens; Utility Charges

(a)The User shall, at its own expense, (1) keep the Project in as reasonably safe condition as its operations permit, (2) from time to time make all necessary and proper repairs, renewals and replacements thereto, including external and structural repairs, renewals and replacements and (3) pay all gas, electric, water, sewer and other charges for the operation, maintenance, use and upkeep of the Project.

(b)The User may, at its own expense, make structural changes, additions, improvements, alterations or replacements to the Improvements that it may deem desirable, provided such structural changes, additions, improvements, alterations or replacements do not change the character of the Project as a “project” under the Enabling Law, and that such additions, improvements, alterations or replacements will not adversely affect the utility of the Project or substantially reduce its value.  All such changes, additions, improvements, alterations and replacements whether made by the User or the Issuer shall become a part of the Project and shall be covered by this Lease Agreement.

(c)The User may connect or “tie-in” walls of the Improvements and utility and other facilities located on the Project Site to other structures and facilities owned or leased by it on real property adjacent to the Project Site.  The User may use as a party wall any wall of the Improvements which is on or contiguous to the boundary line of real property owned or leased by it, and in the event of such use, each party hereto hereby grants to the other a ten-foot easement adjacent to any such party wall for the purpose of inspection, maintenance, repair and replacement thereof and the tying in of new construction.  If the User utilizes any wall of the Improvements as a party wall for the purpose of tying in new construction that will be utilized under common control with the Project, the User may also remove any non-loadbearing wall panel in the party wall; provided however, if the adjacent property ceases to be operated under common control with the Project, the User shall, at its own expense, install wall panels similar in quality to those that have been removed.  Prior to the exercise of any one or more of the rights granted by this subsection (c), the User shall demonstrate to the reasonable satisfaction of the Issuer and Trustee that the operation of the Project will not be adversely affected by the exercise of such rights.

(d)The Issuer shall also, upon request of the User, grant such utility and other similar easements over, across or under the Project Site as shall be necessary or convenient for the furnishing of utility and other similar services to the Project or to real property adjacent to or near the Project Site and owned or leased by the User; provided that such easements shall not adversely affect the operation of the facilities forming a part of the Project.

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(e)The User shall not permit any mechanics’ or other liens to stand against the Project for labor or material furnished with respect to the Project.  The User may, however, in good faith contest any such mechanics’ or other liens and in such event may permit any such liens to remain unsatisfied and undischarged during the period of such contest and any appeal therefrom unless by such action the lien of the Indenture on the Project or any part thereof, or the Project or any part thereof shall be subject to loss or forfeiture, in either of which events such mechanics’ or other liens shall be promptly satisfied.

SECTION 6.02Removal of Substitution and Replacement for Equipment

If the User in its sole discretion determines that any item of Equipment has become inadequate, obsolete, worn-out, unsuitable, undesirable or unnecessary in the operation of the Project, the User may remove such Equipment from the Improvements or the Project Site and (on behalf of the Issuer) sell, trade in, exchange or otherwise dispose of it without any responsibility or accountability to the Issuer or the Trustee therefor, provided that the User shall either:

(a)substitute and install in or on the Project Site other personal property or fixtures which shall (1) have equal or greater utility (but not necessarily the same value or function) in the operation of the Project, (2) be free of all liens and encumbrances except for purchase money liens or encumbrances reasonably acceptable to the Trustee, (3) be the sole property of the Issuer, subject to the demise hereof, (4) be held by the User on the same terms and conditions as the items originally comprising the Equipment, and (5) not impair the Project or change the nature of the Project as a “project” under the Enabling Law; or

(b)forthwith upon such sale apply the price or amount obtained upon the sale of such Equipment to the redemption of the principal of the Bonds in accordance with the terms thereof.

SECTION 6.03Installation of Machinery and Equipment Owned or Leased by the User or Subject to a Security Interest in Third Parties

(a)The User, may, at its own expense, or permit any sublessee of the Project to, at its own expense, install at the Project any machinery, equipment or other personal property which will facilitate the operation of the Project.  Any such property which is installed and does not constitute a part of the Project under the terms of this Lease Agreement shall be and remain the property of the User or such sublessee and may be removed thereby at any time while no Lease Default exists under this Lease Agreement; provided, that any damage to the Project occasioned by such removal shall be repaired by such party at its own expense.

(b)If (i) any machinery, equipment or other personal property is leased by the User or the User shall have granted a security interest in any such property in connection with the acquisition thereof by the User, (ii) such property is installed or is located on the Project Site, and (iii) such property does not constitute a part of the Project under the terms of this Lease Agreement, then the lessor of such property or the party holding a security interest therein, as the case may be, may remove such property from the Project Site even though a Lease Default may then exist hereunder or this Lease Agreement may have been terminated following a Lease Default hereunder, provided, that the foregoing permission to remove shall be subject to the agreement

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by such lessor or secured party to repair at its own expense any damage to the Project occasioned by such removal.

SECTION 6.04Insurance

(a)The User will cause to be taken out and continuously maintained in effect the following insurance with respect to the Project, paying as the same become due all premiums with respect thereto:

(1)Insurance to the extent of the full insurable value of the Project against loss or damage by fire, tornado, windstorm, flood and other hazards and casualties, with uniform standard extended coverage endorsement limited only as may be provided in the standard form of extended coverage endorsement at the time in use in the State.

(2)Insurance against liability for bodily injury to or death of persons and for damage to or loss of property occurring on or about the Project or in any way related to the condition or operation of the Project, in the minimum amounts of $1,000,000 combined single limit for death of or bodily injury to any one person, and for property damage, all on a per occurrence basis.

(3)Flood insurance under the national flood insurance program established by the Flood Disaster Protection Act of 1973, as at any time amended, only during such times while the Project is eligible under such program, in an amount at least equal to the principal amount of the Bonds Outstanding or to the maximum limit of coverage made available with respect to the Project under said Act, whichever is less.

(4)Title insurance in an amount equal to the initial stated amount of the Letter of Credit, insuring the Credit Documents subject to no liens and encumbrances other than such encumbrances as shall be approved by the Trustee and the Credit Obligor.  Any proceeds of such title insurance shall be applied, at the direction of the Credit Obligor, to cure the title defect in respect of which such proceeds are made available or shall be deposited in the Bond Fund with the Trustee and applied to the extraordinary redemption of the Bonds in accordance with the terms of the Indenture and the Bonds.

(5)Use and occupancy insurance (or business interruption or risk insurance) covering suspension or interruption of the User’s operations at the Project in whole or in part, with such exemptions as are customarily imposed by insurers, covering a period of suspension or interruption of at least six months with a minimum limit in an amount equal to 100 % of the maximum amount to be paid as Rental Payments and other payments under Article 5 hereof during the then current or any subsequent year.

(6)During the period of acquisition and construction of any part of the Project builders’ risk insurance in the amount of the full replacement value of the Project against all losses which are normally covered by such builders’ risk insurance.  The User may satisfy its obligations with respect to the builder’s risk insurance by causing such insurance to be carried by a construction contractor for any part of the Project.

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(b)All policies evidencing the insurance required by the terms of the preceding paragraph shall be taken out and maintained in generally recognized responsible insurance companies, qualified under the laws of the State to assume the respective risks undertaken.  All such insurance policies shall name as either loss payee or additional insureds the Credit Obligor, the Issuer and the Trustee (as their respective interests shall appear) and shall contain, where appropriate, standard mortgage clauses providing for all losses thereunder in excess of $250,000 to be paid to the Credit Obligor or, if there be no Credit Obligor, to the Trustee; provided that all losses (including those in excess of $250,000) may be adjusted by the User, subject, in the case of any single loss in excess of $250,000, to the approval of the Credit Obligor, or if there be no Credit Obligor, the Trustee.  The User may insure under a blanket policy or policies.

(c)Each insurance policy required to be carried by this Section shall contain, to the extent obtainable, an agreement by the insurer that (1) the User may not, without the consent of the Credit Obligor, the Issuer and Trustee, cancel or materially amend such insurance or sell, assign or dispose of any interest in such insurance, policy or any proceeds thereof, (2) such insurer shall notify the Credit Obligor, the Issuer and the Trustee if any premium is not paid when due or if any such policy is not renewed prior to the expiration thereof, and (3) such insurer shall not materially amend or cancel any such policy except on 30 days’ prior written notice to the Credit Obligor, the Issuer and the Trustee.

(d)The User shall deposit with the Trustee a certificate or certificates of the respective insurers attesting the fact that all policies evidencing the insurance required to be carried by this Section are in force and effect.  Upon the expiration of any such policy, the User shall furnish to the Trustee evidence reasonably satisfactory to the Trustee that such policy has been renewed or replaced by another policy or that there is no necessity therefor under this Lease Agreement.

ARTICLE 7

Provisions Respecting Damage, Destruction and Condemnation

SECTION 7.01Damage and Destruction

(a)If no Lease Default shall have occurred and be continuing and the Letter of Credit is in effect and the Credit Obligor has not dishonored any draws thereunder and a Credit Obligor Insolvency Date shall not have occurred, then all Net Proceeds of insurance resulting from claims for losses in respect of damage to or destruction of the Project (in whole or in part) shall be applied as provided in the Credit Documents.

(b)If no Lease Default shall have occurred and be continuing and the Letter of Credit is not in effect, or if the Credit Obligor has dishonored any draw thereunder or if a Credit Obligor Insolvency Date shall have occurred, then the following provisions shall apply in event of damage to or destruction of the Project (in whole or in part):

(1)If the Project is destroyed (in whole or in part) or is damaged the User shall continue to make Rental Payments and will promptly give written notice of such damage and destruction to the Trustee and the Issuer.  All Net Proceeds of insurance resulting

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from claims for such losses shall be paid to the Trustee and deposited in the Construction Fund, whereupon (i) the User, or the Issuer at the User’s direction, shall proceed promptly to repair, rebuild or restore the property damaged or destroyed to substantially the same condition in which it existed prior to the event causing such damage or destruction, with such changes, alterations and modifications (including the substitution and addition of other property) as may be desired by the User and as will not impair the operating unity or productive capacity of the Project or its character as a “project” under the Enabling Law, and (2) the User shall cause withdrawals to be made from the Construction Fund to pay the costs of such repair, rebuilding or restoration, either on completion thereof or as the work progresses.  The balance (if any) of Net Proceeds remaining after the payment of all of the costs of such repair, rebuilding or restoration shall be deposited in the Bond Fund and applied to the extraordinary redemption of Bonds in accordance with the provisions thereof and of the Indenture, or, if none of the Bonds are then Outstanding, shall be paid to the User.

(2)In the event the Net Proceeds are not sufficient to pay in full the costs of repairing, rebuilding and restoring the Project as provided in this Section, the User shall nonetheless complete the work thereof and shall pay that portion of the costs thereof in excess of the amount of said proceeds or shall pay to the Trustee for the account of the Issuer the moneys necessary to complete said work.  The User shall not by reason of the payment of such excess costs (whether by direct payment thereof or payment to the Trustee therefor) be entitled to any reimbursement from the Issuer or any abatement or diminution of the Rental Payments hereunder.

(3)Anything in this Section to the contrary notwithstanding, if, as a result of such damage or destruction the User is entitled to exercise an option to purchase the Project and duly does so in accordance with the applicable provisions of Section 11.03 hereof, then neither the User nor the Issuer shall be required to repair, rebuild or restore the property damaged or destroyed, and so much (which may be all) of any Net Proceeds referable to such damage or destruction as shall be necessary to provide for full payment of the Indenture Indebtedness shall be paid to the Trustee for deposit in the Bond Fund and applied to the extraordinary redemption of the Bonds in accordance with the Indenture and the Bonds and the excess thereafter remaining (if any) shall be paid to the User.

(c)If a Lease Default shall have occurred and be continuing, and the Letter of Credit is not in effect or the Credit Obligor has dishonored any draw thereunder or a Credit Obligor Insolvency Date shall have occurred, then all Net Proceeds of insurance resulting from claims for losses in respect to damage to or destruction of the Project (in whole or in part) shall be deposited in the Bond Fund and applied to the extraordinary redemption of the Bonds in accordance with the terms of the Indenture and the Bonds.

SECTION 7.02Condemnation

(a)If no Lease Default shall have occurred and be continuing and the Letter of Credit is in effect and the Credit Obligor has not dishonored any draws thereunder and a Credit Obligor Insolvency Date shall have occurred, then all Net Proceeds resulting from any

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taking by eminent domain of the Project (in whole or in part) shall be applied as provided in the Credit Documents.

(b)If no Lease Default shall have occurred and be continuing and the Letter of Credit is not in effect, or if the Credit Obligor has dishonored any draw thereunder or if a Credit Obligor Insolvency Date shall have occurred, then the following provisions shall apply in event of any taking by eminent domain of the Project (in whole or in part):

(1)In the event that title to, or the temporary use of, the Project or any part thereof shall be taken under the exercise of the power of eminent domain and as a result thereof the User is entitled to exercise an option to purchase the Project and duly does so in accordance with the applicable provisions of Section 11.03 hereof, so much (which may be all) of the Net Proceeds referable to such taking, including the amounts awarded to the Issuer and the Trustee and the amount awarded to the User for the taking of all or any part of the leasehold estate of the User in the Project created by this Lease Agreement, as shall be necessary to provide for full payment of the Indenture Indebtedness shall be paid to the Trustee for deposit in the Bond Fund and applied to the extraordinary redemption of the Bonds in accordance with the Indenture and the Bonds and the excess of such Net Proceeds remaining (if any) shall be paid to the User.

(2)If as a result of such taking, the User is not entitled to exercise an option to purchase the Project under Section 11.03 hereof, or, having such option, fails to exercise the same in accordance with the terms thereof or notifies the Issuer and the Trustee in writing that it does not propose to exercise such option, the User shall be obligated to continue to make the Rental Payments and the entire Net Proceeds hereinabove referred to shall, be paid to the Trustee and applied in one or more of the following ways as shall be directed in writing by the User:

(i) To the restoration of the remaining improvements located on the Project Site to substantially the same condition in which they existed prior to the exercise of the power of eminent domain;

(ii) To the acquisition, by construction or otherwise, by the Issuer of other lands or improvements suitable for the User’s operations at the Project, which land or improvements shall be deemed a part of the Project and available for use and occupancy by the User without the payment of any Rental Payments other than that herein provided to the same extent as if such land or other improvements were specifically described herein and demised hereby, and which land or improvements shall be acquired by the Issuer subject to no liens or encumbrances.

(3)Any balance of such Net Proceeds remaining after the application thereof as provided in subsection (b) of this Section shall be deposited in the Bond Fund and applied to the extraordinary redemption of the Bonds in accordance with the terms of the Indenture and the Bonds, or, if the Indenture Indebtedness is paid in full, shall be paid to the User.

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(4)The Issuer shall cooperate fully with the User in the handling and conduct of any prospective or pending condemnation proceeding with respect to the Project or any part thereof and shall, to the extent it may lawfully do so, permit the User to litigate in any such proceeding in the name and behalf of the Issuer.  In no event shall the Issuer settle, or consent to the settlement of, any prospective or pending condemnation proceeding without the prior written consent of the User.

(5)The User shall be entitled to the Net Proceeds of any award or portion thereof made for damage to or taking of its own property not included in the Project, provided that any Net Proceeds resulting from the taking of all or any part of the leasehold estate of the User in the Project created by this Lease Agreement shall be paid and applied in the manner provided in this Section 7.02.

(c)If a Lease Default shall have occurred and be continuing, and the Letter of Credit is not in effect or the Credit Obligor has dishonored any draw thereunder or a Credit Obligor Insolvency Date shall have occurred, then all Net Proceeds of condemnation awards resulting from condemnation of the Project (in whole or in part) shall be deposited in the Bond Fund and applied to the extraordinary redemption of the Bonds in accordance with the terms of the Bonds and the Indenture.

ARTICLE 8

Certain Provisions Relating to Assignment,
Subleasing, Mortgaging and the Bonds

SECTION 8.01Provisions Relating to Assignment and Subleasing

With the consent of the Trustee and the Credit Obligor, the User may assign this Lease Agreement and the leasehold interest created hereby and may sublet the Project or any part thereof, subject, however, to the following conditions:

(1)No such assignment or subleasing and no dealings or transactions between the Issuer or the Trustee and any assignee or sublessee shall in any way relieve the User from primary liability for any of its obligations hereunder.  In the event of any such assignment or subleasing the User shall continue to remain primarily liable for the payment of all Rental Payments herein provided to be paid by it and for the performance and observance of the other agreements and covenants on its part herein provided to be performed and observed by it.

(2)The User will not assign the leasehold interest created hereby nor sublease the Project to any person unless the operations of such assignee or sublessee are consistent with, and in furtherance of, the purpose of the Enabling Law.  The User shall, prior to any such assignment or sublease, demonstrate to the reasonable satisfaction of the Trustee that the operations of such assignee or sublessee will preserve the character of the Project as a “project” under the Enabling Law, if applicable, and deliver to the Trustee an Opinion of Bond Counsel acceptable to the Trustee to the effect that such assignment or sublease will not cause the interest on the Bonds to be Taxable.

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(3)The User shall, within 30 days after the delivery thereof, furnish to the Issuer and the Trustee a true and complete copy of each such assignment or sublease.

SECTION 8.02Assignment of Lease Agreement and Rents by the Issuer

The Issuer has, simultaneously with the delivery of this Lease Agreement, assigned its interest in and pledged any money receivable under this Lease Agreement (other than certain rights to indemnification and reimbursement) to the Trustee as security for payment of the Bonds, and the User hereby consents to such assignment and pledge.  The Issuer has in the Indenture obligated itself to follow the instructions of the Trustee or the Owners or a certain percentage thereof in the election or pursuit of any remedies herein vested in it.  The Trustee shall have all rights and remedies herein accorded to the Issuer and any reference herein to the Issuer shall be deemed, with the necessary changes in detail, to include the Trustee, and the Trustee and the Owners are deemed to be third party beneficiaries of the covenants, agreements and representations of the User herein contained.  Neither the Issuer nor the User will unreasonably withhold any consent herein or in the Indenture required of either of them.  The User shall not be deemed to be a party to the Indenture or the Bonds and reference in this Lease Agreement to the Indenture and the Bonds shall not impose any liability or obligation upon the User other than its specific obligations and liabilities undertaken in this Lease Agreement.

SECTION 8.03Transfer or Encumbrance Created by Issuer: Corporate Existence of Issuer

(a)Without the prior written consent of the Trustee, the Credit Obligor, and the User, the Issuer (1) will not sell, transfer or convey the Project or any part thereof, except as provided in this Lease Agreement, and (2) will not create or incur or suffer or permit to be created or incurred or to exist any mortgage, lien, charge or encumbrance on the Project or any part thereof.

(b)The Issuer shall not consolidate with or merge into any other corporation or transfer its property substantially as an entirety, except as provided in the Indenture.

SECTION 8.04Redemption of Bonds

(a)The Issuer will redeem any or all of the Bonds in accordance with the Indenture and upon the occurrence of any event or contingency requiring the mandatory redemption of Bonds, all in accordance with the applicable provisions of the Bonds and the Indenture.

(b)If no Lease Default exists, the Issuer will exercise any right of optional redemption with respect to the Bonds only upon the written request of the User.

ARTICLE 9

Covenants of the User

Until the Indenture Indebtedness is paid in full:

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(a)The User shall not do or permit anything to be done at the Project that will affect, impair or contravene any policies of insurance that may be carried on the Project.  The User will, in the use of the Project and the public ways abutting the same comply with all lawful requirements, the violation of which would have a material adverse effect on the Project, of all governmental bodies; provided, however, the User may, at its own expense in good faith contest the validity or applicability of any such requirement.

(b)The User shall permit the Issuer, the Trustee, the Credit Obligor and their duly authorized agents at all reasonable times to enter upon, examine and inspect the Project.

(c)The User will maintain proper books of record and account, in which full and correct entries will be made, in accordance with generally accepted accounting principles, of all its business and affairs.  The User shall furnish to the Trustee with reasonable promptness such financial information of the User as the Trustee shall reasonably request.

(d)The User will duly pay and discharge all taxes, assessments and other governmental charges and liens lawfully imposed on the User and upon the properties of the User, and the Project; provided, however, the User will not be required to pay any taxes, assessments or other governmental charges so long as in good faith it shall contest the validity thereof by appropriate legal proceedings, the User has given notice of such contest to the Trustee, the User has established reasonable reserves therefor, and no part of the Project shall, in the opinion of the Trustee, be subject to loss or forfeiture.

(e)The User will maintain and preserve its existence (as a corporation or as another form of entity as may be determined by the User) and will not voluntarily dissolve without first discharging its obligations under this Lease Agreement (except as permitted herein) and will comply with all valid laws, ordinances, regulations and requirements applicable to it or to its property and the Project.

(f)The User will not in any manner transfer or convey any substantial portion of its property, assets and licenses without receipt of adequate consideration therefor.

The User will do, execute, acknowledge and deliver such further acts, conveyances, mortgages, financing statements and assurances as the Issuer or the Trustee shall require for accomplishing the purposes of the Financing Documents.  The User will cause this Lease Agreement, any amendments to this Lease Agreement and other instruments of further assurance, including financing statements and continuation statements, to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed in such places as may be required by law fully to preserve and protect the rights of the Issuer and the Trustee to all property comprising the Project.

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ARTICLE 10

Events of Default and Remedies

SECTION 10.01Events of Default

Any one or more of the following shall constitute an event of default (a “Lease Default”) under this Lease Agreement (whatever the reason for such event and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(1)default in the payment of any Basic Rental Payment when such Basic Rental Payment becomes due and payable; or

(2)default in the performance, or breach, of any covenant or warranty of the User in this Lease Agreement (other than a covenant or warranty, a default in the performance or breach of which is elsewhere in this Section specifically described), and the continuance of such default or breach for a period of 30 days after there has been given, by registered or certified mail, to the User and the Credit Obligor by the Issuer or by the Trustee a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “notice of default” hereunder; or

(3)The dissolution or liquidation of the User or the filing by the User of a voluntary petition in bankruptcy, or failure by the User promptly to lift any execution, garnishment or attachment of such consequence as will impair its ability to carry on its operations at the Project, or the User’s seeking of or consenting to or acquiescing in the appointment of a receiver of all or substantially all its property or of the Project, or the adjudication of the User as a bankrupt, or any assignment by the User for the benefit of its creditors, or the entry by the User into an agreement of composition with its creditors, or if a petition or answer is filed by the User proposing the adjudication of the User as a bankrupt or its reorganization, arrangement or debt readjustment under any present or future federal bankruptcy code or any similar federal or state law in any court, or if any such petition or answer is filed by any other person and such petition or answer shall not be stayed or dismissed within 60 days;

(4)The occurrence of an event of default under any of the other Financing Documents and the expiration of any applicable grace period; or

(5)Receipt by the Trustee of written notice from the Credit Obligor that an event of default has occurred and is continuing under the Credit Documents or any other related documents to which the User and the Credit Obligor are parties thereto.

SECTION 10.02Remedies on Default

Whenever any such Lease Default shall have occurred and be continuing, the Issuer or the Trustee may, with the consent of the Credit Obligor (if the Letter of Credit is in effect

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and the Credit Obligor shall not have dishonored a draw thereunder and a Credit Obligor Insolvency Date shall not have occurred), take any of the following remedial steps:

(1)Declare all installments of Basic Rental Payments for the remainder of the Lease Term to be immediately due and payable, whereupon the same shall become immediately due and payable;

(2)Reenter the Project, without terminating this Lease Agreement, and, upon ten days’ prior written notice to the User and Credit Obligor, relet the Project or any part thereof for the account of the User, for such term (including a term extending beyond the Lease Term) and at such rentals and upon such other terms and conditions, including the right to make alterations to the Project or any part thereof, as the Issuer may, with the approval of the Trustee and Credit Obligor, deem advisable, and such reentry and reletting of the Project shall not be construed as an election to terminate this Lease Agreement nor relieve the User of its obligations to pay Basic Rent and Additional Rent or to perform any of its other obligations under this Lease Agreement, all of which shall survive such reentry and reletting, and the User shall continue to pay Basic Rent and all Additional Rent provided for in this Lease Agreement until the end of the Lease Term, less the net proceeds, if any, of any reletting of the Project after deducting all of the Issuer’s and Trustee’s expenses in connection with such reletting, including, without limitation, all repossession costs, brokers’ commissions, attorneys’ fees, alteration costs and expenses of preparation for reletting;

(3)Terminate this Lease Agreement, exclude the User from possession of the Project and, if the Issuer or Trustee elects so to do, lease the same for the account of the Issuer, holding the User liable for all rent due up to the date such lease is made for the account of the Issuer; or

(4)Take whatever legal proceedings may appear necessary or desirable to collect the Rental Payments then due, whether by declaration or otherwise, or to enforce any obligation or covenant or agreement of the User under this Lease Agreement or by law.

SECTION 10.03Availability of Remedies

(a)No remedy herein conferred upon or reserved to the Issuer or the Trustee is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Lease Agreement or now or hereafter existing at law or in equity or by statute.

(b)No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof but any such right or power may be exercised from time to time and as often as may be deemed expedient.

(c)In the event any agreement contained in this Lease Agreement should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder.

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(d)All rights, remedies and powers provided by this Article may be exercised only to the extent the exercise thereof does not violate any applicable provision of law in the premises, and all the provisions of this Article are intended to be subject to all applicable mandatory provisions of law which may be controlling in the premises and to be limited to the extent necessary so that they will not render this Lease Agreement invalid or unenforceable.

SECTION 10.04Agreement to Pay Attorneys’ Fees and Expenses

In the event the User should default under any of the provisions of this Lease Agreement and the Issuer or the Trustee (in its own name or in the name and on behalf of the Issuer) should employ attorneys or incur other expenses for the collection of Rental Payments or the enforcement of performance or observance of any obligation or agreement on the part of the User herein contained, the User will on demand therefor pay to the Issuer or the Trustee (as the case may be) the reasonable fee of such attorneys and such other reasonable expenses so incurred.

ARTICLE 11

OPTIONS

SECTION 11.01Options to Terminate

The User shall have, if it is not in default hereunder, the option to cancel or terminate the term of this Lease Agreement at any time after full payment of the Indenture Indebtedness and termination of the Letter of Credit by giving the Issuer notice in writing of such termination and such termination shall forthwith become effective.  This Lease Agreement may not be terminated prior to payment in full of the Indenture Indebtedness even if all amounts due hereunder have been paid in full.

SECTION 11.02Option to Renew

There shall be no option to renew the term of this Lease Agreement.

SECTION 11.03Option to Purchase Prior to Payment of the Bonds

(a)The User, if not in default hereunder, shall have the option to purchase the Project at any time prior to the full payment of the Indenture Indebtedness if any of the following shall have occurred:

(i)The Project or any part thereof shall have been damaged or destroyed (A) to such extent that, in the opinion of the User, it cannot be reasonably restored within a period of four consecutive months substantially to the condition thereof immediately preceding such damage or destruction, or (B) to such extent that, in the opinion of the User, the User is thereby prevented from carrying on its normal operations at the Project for a period of four consecutive months, or (C) to such extent that the cost of restoration thereof would exceed by more than $50,000 the Net Proceeds of insurance carried thereon pursuant to the requirements of this Lease Agreement; or

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(ii)Title to the Project or any part thereof or the leasehold estate of the User in the Project created by this Lease Agreement or any part thereof shall have been taken under the exercise of the power of eminent domain by any governmental authority or person, firm or corporation acting under governmental authority, which taking may result, in the opinion of the User, in the User being thereby prevented from carrying on its normal operations at the Project for a period of four consecutive months; or

(iii)As a result of any changes in the Constitution of the State or the Constitution of the United States of America or of legislative or administrative action (whether state or Federal), or by final decree, judgment or order of any court or administrative body (whether state or Federal) entered after the contest thereof by the User in good faith, this Lease Agreement shall have become void or unenforceable or impossible of performance in accordance with the intent and purpose of the parties as expressed herein, or unreasonable burdens or excessive liabilities shall have been imposed on the Issuer or the User, including without limitation, the imposition of taxes of any kind on the Project or the income or profits of the Issuer therefrom, or upon the interest of the User therein, which taxes were not being imposed on the date of this Lease Agreement.

(b)To exercise such option, the User shall, within 30 days following the event authorizing the exercise of such option, give written notice to the Issuer and to the Trustee and shall specify therein the date of closing such purchase, which date shall be not less than 30 days from the date such notice is mailed, and shall make arrangements satisfactory to the Trustee for the giving of the required notice for the redemption of the Bonds.  The purchase price payable by the User in the event of its exercise of the option granted in this Section shall be that amount required to pay in full all Indenture Indebtedness and shall be paid to the Trustee for deposit in the Bond Fund for application to the extraordinary redemption of the Bonds in accordance with the terms of the Bonds and the Indenture.

(c)Upon the exercise of the option granted in this Section and the payment of the option price, any Net Proceeds of insurance or condemnation award then on hand or thereafter received shall be paid to the User.

SECTION 11.04Option to Purchase Project After Payment of the Indenture Indebtedness

(a)The User shall have the option to purchase the Project at any time following full payment of the Indenture Indebtedness for a purchase price of ten dollars plus all expenses of the Issuer incurred in connection therewith.  To exercise the option granted in this Section, the User shall notify the Issuer of its intention so to exercise such option prior to the proposed date of purchase and shall on the date of purchase pay such purchase price to the Issuer.  The User may not purchase the Project prior to payment in full of all Indenture Indebtedness even if all amounts due hereunder shall have been paid in full.

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(b)In the event the option granted in this Section 11.04 shall not have been exercised prior to the end of the Lease Term, then said option shall be automatically exercised upon the end of the Lease Term.

SECTION 11.05Option to Purchase Portions of Project Site

(a)The User, if not in default hereunder, shall have the option to purchase any Unimproved portion of the Project Site at any time and from time to time with the prior written consent of the Trustee and for a purchase price equal to the pro-rata cost of such portion of the Project Site to be so purchased, provided that the User furnish the Issuer and the Trustee with the following:

(1)A notice in writing containing (i) an adequate legal description of that portion of the Project Site with respect to which such option is to be exercised, which portion may include rights granted in party walls, the right to “tie-into” existing utilities, the right to connect and join any building, structure or improvement with existing structures, facilities and improvements on the Project Site, and the right of ingress or egress to and from the public highway which shall not interfere with the use and occupancy of existing structures, improvements and buildings, and (ii) a statement that the User intends to exercise such option to purchase such portion of the Project Site on a date stated.

(2)A certificate of an Independent Engineer or of an Independent Architect stating that, in the opinion of the person signing such certificate, (i) the portion of the Project Site with respect to which the option is exercised is not needed for the operation of the then existing Project and (ii) the severance of such portion of the Project Site and the location or construction thereon of buildings, structures and improvements, if any, will not impair the usefulness of the then existing Project or the means of ingress and egress to and from the remaining portions of the Project or impair or deny highway access, rail access or utility services to such remaining portions of the Project.

(3)An amount of money equal to the purchase price computed as provided in this Section, which amount shall be paid to the Trustee and applied to the redemption of the Bonds in accordance with the terms thereof.

(b)Upon receipt of the notice and certificate required in this Section to be furnished by the User and the payment by the User to the Trustee of the purchase price, the Issuer will promptly deliver to the User the documents referred to in Section 11.06.

(c)If such option relates to portions of the Project Site on which transportation or utility facilities are located, the Issuer shall retain an easement to use such transportation or utility facilities to the extent necessary for the efficient operation of the Project.

(d)No purchase effected under the provisions of this Section shall affect the obligation of the User for the payment of Rental Payments and other payments in the amounts and at the times provided in this Lease Agreement or the performance of any other agreement, covenant or provision hereof, and there shall be no abatement or adjustment in Rental Payments by reason of the release of any such portion of the Project Site and the obligations of the User

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shall continue in all respects as provided in this Lease Agreement, excluding, however, any portion of the Project Site so purchased.

SECTION 11.06Conveyance of Exercise of Option to Purchase

At the closing of the purchase pursuant to the exercise of any option to purchase granted herein, the Issuer shall upon receipt of the purchase price deliver to the User documents conveying to the User the property with respect to which such option was exercised, as such property then exists, subject to the following: (a) all easements or other rights, if any, required to be reserved by the Issuer under the terms and provisions of the option being exercised by the User; (b) those liens and encumbrances, if any, to which title to said property was subject when conveyed to the Issuer; (c) those liens and encumbrances created by the User or to the creation or suffering of which the User consented; and (d) those liens and encumbrances resulting from the failure of the User to perform or observe any of the agreements on its part contained in this Lease Agreement.

ARTICLE 12

Internal Revenue Code

SECTION 12.01Covenants Regarding Section 103 and Sections 141-150 of the Internal Revenue Code

(a)The Issuer and the User do each hereby covenant and agree for the benefit of the Bondholders that neither the Issuer nor the User will take any action, omit to take any action, permit any action to be taken or fail to require any action to be taken, which would cause the interest on the Bonds to be or become Taxable.  Without limiting the generality of the foregoing, the User covenants and agrees that (a) the proceeds of the Bonds shall not be used or applied in such manner as to cause any Bond to be or become an “arbitrage bond” as that term is defined in Section 148 of the Internal Revenue Code, (b) ninety-five percent (95 %) or more of the net proceeds will be used for the acquisition, construction, reconstruction, or improvement of land or property of a character subject to the allowance for depreciation, within the meaning of Section 144(a) of the Internal Revenue Code, (c) the proceeds will be used solely for the acquisition and construction of the Project, which shall constitute facilities solely for the manufacturing, including processing, of tangible personal property, or for issuance expenses, or shall be rebated to the United States of America as provided in this Lease Agreement and the Indenture, and no part of the proceeds will be used by the User, directly or indirectly, for working capital or to finance inventory, or to acquire any facility or asset which may not be financed, in whole or in part, with the proceeds of obligations the interest on which is excludable from gross income for federal income taxation, (d) the net proceeds shall not be used for the acquisition, construction, reconstruction or improvement of any property which would cause the average maturity of the Bonds to exceed one hundred twenty percent (120%) of the average reasonably expected economic life of the facilities financed with the net proceeds of the Bonds, within the meaning of Section 147(b) of the Internal Revenue Code, (e) none of the net proceeds shall be used to acquire (directly or indirectly) any land (or any interest therein) to be used for farming purposes; (f) less than twenty-five percent (25 %) of the net proceeds shall be used to acquire (directly or indirectly) the Project Site or any other land (or any interest therein), (g) none of the net proceeds shall be used to acquire

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any property or any interest therein (including, without limitation, buildings, structures, facilities, improvements, equipment, machinery or other personal property) the first use of which property was not pursuant to such acquisition with the proceeds, (h) neither the Bonds nor any proceeds therefrom shall ever be federally guaranteed, as such term is defined in Section 149(b) of the Internal Revenue Code, except as expressly permitted by said Section 149(b), (i) neither the User nor any related person shall ever have allocated to it and outstanding tax-exempt facility related bonds (as such term is used in Section 144(a) (10) of the Internal Revenue Code) in an aggregate principal amount exceeding $40,000,000, (j) no party shall ever be allowed to use or otherwise occupy or derive any benefit whatsoever from the Project, or any part thereof, if the effect of the foregoing shall result in a test period beneficiary (as defined in Section 144(a) (10) of the Internal Revenue Code) having allocated to it and outstanding in excess of $40,000,000 in aggregate principal amount of tax-exempt facility related bonds, (k) no more than two percent of the face amount of the Bonds shall be used to pay issuance costs.

(b)The Issuer has elected and does hereby elect to have the provisions relating to the $10,000,000 limit in Section 144(a)(4) of the Internal Revenue Code apply to the Bonds.

(c)The User covenants and agrees that (i) the limitation set forth in Section 144(a)(4)(A) of the Code will not be exceeded during the applicable six-year period with respect to “facilities” described in Section 144(a)(4)(B) of the Code, and (ii) during such six-year period it will not make, or permit to be made, “capital expenditures” (as described in Section 144(a)(4) of the Code and applicable regulations thereunder) in an aggregate amount that would exceed the limitation set forth in said Section.

(d)The Issuer and the User will each cooperate to assure compliance with the provisions of Section 12.03 of this Lease Agreement and Article XVII of the Indenture.

SECTION 12.02User’s Obligation Upon Determination of Taxability

(a)Upon the occurrence of a Determination of Taxability, the Trustee shall notify the User in writing that all Outstanding Bonds shall be subject to mandatory redemption on the date specified by the Trustee in accordance with the Indenture irrespective of whether a Lease Default shall have occurred and be continuing.  Within seven days after the receipt of such notice the User shall purchase the Project from the Issuer for the price specified in subsection (b) of this Section, which purchase price shall be paid to the Trustee.

(b)The price payable by the User for the Project in the event of a Determination of Taxability shall be equal to the amount required to pay in full all Indenture Indebtedness.  There shall be credited against such payment otherwise required by this paragraph all amounts which shall have been paid to the Trustee pursuant to the Letter of Credit with respect to such payment of the Bonds then Outstanding.

(c)Any other options of the User to purchase the Project shall be superseded by its mandatory obligation to purchase the Project pursuant to this section 12.02.

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SECTION 12.03Federal Rebate Payments

The provisions of Article XVII of the Indenture are incorporated herein by reference, and the User shall comply with said provisions and shall perform and discharge all obligations, duties and responsibilities imposed upon the User under said Article, including without limitation the payment of all required rebates to the United States of America.

ARTICLE 13

Provisions of General Application

SECTION 13.01Covenant of Quiet Environment

So long as the User performs and observes all the covenants and agreements on its part herein contained, it shall peaceably and quietly have, hold and enjoy the Project during the Lease Term subject to all the terms and provisions hereof.

SECTION 13.02Investment of Funds

The Issuer shall cause any money held as a part of the Special Funds which may by the terms of the Indenture be invested to be so invested or reinvested by the Trustee solely at the request of, and solely as directed in writing by, the User and as provided in the Indenture.

SECTION 13.03Issuer’s Liabilities Limited

(a)(a) The covenants and agreements contained in this Lease Agreement shall never constitute or give rise to a personal or pecuniary liability or charge against the general credit of the Issuer, and in the event of a breach of any such covenant or agreement, no personal or pecuniary liability or charge payable directly or indirectly from the general assets or revenues of the Issuer shall arise therefrom.  Nothing contained in this Section, however, shall relieve the Issuer from the observance and performance of the covenants and agreements on its part contained herein.

(b)(b) No recourse under or upon any covenant or agreement of this Lease Agreement shall be had against any past, present or future incorporator, officer or member of the Board of Directors of the Issuer, or of any successor corporation, either directly or through the Issuer, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Lease Agreement is solely a corporate obligation, and that no personal liability whatever shall attach to, or is or shall be incurred by, any incorporator, officer or member of the Board of Directors of the Issuer or any successor corporation, or any of them, under or by reason of the covenants or agreements contained in this Lease Agreement.

SECTION 13.04Prior Agreements

Except for any deed, bill of sale, or other instrument by which the Project, any part thereof, or any interest therein has been transferred and conveyed by the User to the Issuer, this Lease Agreement shall completely and fully supersede all prior agreements, both written and

30

oral, between the Issuer and the User relating to the acquisition of the Project Site, the construction of the Improvements, the acquisition and installation of the Equipment, the leasing of the Project and any options to purchase.  Neither the Issuer nor the User shall hereafter have any rights under such prior agreements, except as otherwise herein provided, but shall look solely to this Lease Agreement for definition and determination of all of their respective rights, liabilities and responsibilities relating to the Project.

SECTION 13.05Execution Counterparts

This Lease Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

SECTION 13.06Binding Effect.  Governing Law

This Lease Agreement shall inure to the benefit of, and shall be binding upon, the Issuer, the User and their respective successors and assigns.  This Lease Agreement shall be governed exclusively by the applicable laws of the State.

SECTION 13.07Enforceability

In the event any provision of this Lease Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.

SECTION 13.08Article and Section Captions

The Article and Section headings and captions contained herein are included for convenience only and shall not be considered a part hereof or affect in any manner the construction or interpretation hereof.

SECTION 13.09Notices

(a)Any request, demand, authorization, direction, notice, consent, or other document provided or permitted by this Lease Agreement to be made upon, given or furnished to, or filed with, the Issuer, the User, the Trustee or the Credit Obligor shall be sufficient for every purpose hereunder if in writing and (except as otherwise provided in this Lease Agreement) either (i) delivered personally to the party or, if such party is not an individual, to an officer, or other legal representative of the party to whom the same is directed (provided that any document delivered personally to the Trustee must be delivered to a corporate trust officer at its Principal Office during normal business hours) at the hand delivery address specified in Section 1.10 of the Indenture or (ii) mailed by registered or certified mail, postage prepaid, addressed as specified in Section 1.10 of the Indenture.  Any of such parties may change the address for receiving any such notice or other document by giving notice of the change to the other parties as provided in this Section.

(b)Any such notice or other document shall be deemed delivered when actually received by the party to whom directed (or, if such parry is not an individual, to an officer, or other legal representative of the parry) at the address specified pursuant to this Section, or, if

31

sent by mail, three days after such notice or document is deposited in the United States mail, proper postage prepaid.  addressed as provided above.

SECTION 13.10Amendment of Indenture and this Lease Agreement

(a)The Issuer will not cause or permit the amendment of the Indenture or the execution of any amendment or supplement to the Indenture without the prior written consent of the User and the Credit Obligor.  The Issuer and the User shall have no power to modify, alter, amend or terminate this Lease Agreement without the prior written consent of the Credit Obligor.  Prior to the payment in full of the Indenture Indebtedness, the Issuer and the User shall have no power to modify, alter, amend or terminate this Lease Agreement without the prior written consent of the Trustee and then only as provided in the Indenture.

(b)This Lease Agreement may not be amended unless there has first been delivered to the Trustee, the User and the Remarketing Agent an opinion of Bond Counsel that such action will not, whether solely or in conjunction with any other fact or circumstance, cause the interest on the Bonds to be or to become Taxable.

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IN WITNESS WHEREOF, the Issuer and the User have each caused this Lease Agreement to be executed, sealed and attested in its name by officers thereof duly authorized thereunto, and the parties hereto have caused this Lease Agreement to be dated as of March 1, 1999.

				THE INDUSTRIAL DEVELOPMENT BOARD
				OF THE CITY OF PIEDMONT
				By:	/s/ Illegible
					Chairman
S E A L
Attest:			/s/ Illegible
Secretary
				BOSTROM SEATING, INC.
				By:	/s/ Donald C. Mueller
				Its:	Treasurer
S E A L
Attest:		/s/ Illegible
Its:	Secretary

STATE OF ALABAMA	)
CALHOUN COUNTY	)

I, the undersigned, a Notary Public in and for said County in said State, hereby certify that James Bennett, whose name as Chairman of The Industrial Development Board of the City of Piedmont, a public corporation, is signed to the foregoing Lease Agreement and who is known to me, acknowledged before me on this day that, being informed of the contents of said Lease Agreement, he, as such officer and with full authority, executed the same voluntarily for and as the act of said municipal corporation.

Given under my hand and seal this the 24th day of February, 1999.

	/s/ Illegible
	Notary Public
NOTARIAL SEAL
My commission expires: June 19, 2000

STATE OF ILLINOIS	)
COOK COUNTY	)

I, the undersigned, a Notary Public in and for said County in said State, hereby certify that Donald C. Mueller whose name as Treasurer of Bostrom Seating, Inc., a Delaware corporation, is signed to the foregoing Lease Agreement, and who is known to me, acknowledged before me on this day that, being informed of the contents of said Lease Agreement, he, as such officer and with full authority, executed the same voluntarily for and as the act of said corporation.

Given under my hand and seal this the 26th day of March, 1999.

	/s/ Lynn M. Pass
	Notary Public
[SEAL]
NOTARIAL SEAL
My commission expires: August 19, 2000

EXHIBIT A
TO
LEASE AGREEMENT
DATED AS OF MARCH 1, 1999
BETWEEN
THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF PIEDMONT
AND
BOSTROM SEATING, INC.

Description of Real Proper

A parcel of land situated partially in the NE 1/4-SE 1/4 and the SE 1/4-NE 1/4, both in Section 4, Twp 13 S, Rn 10 E, as recorded in the Office of the Judge of Probate, Calhoun County, Alabama, and more particularly described as follows:

From the SE corner of the SE 1/4-SE 1/4, Section 4, Twp 13 S, Rn 10 E thence N 00°-52’E and along the East line of the said Section 4 a distance of 1471.0 feet for the point of beginning of described parcel of land;

Thence N 79°-02’W and along the North side of a County Road, no dedicated right-of way width, a distance of 1340.20 feet, thence N 00°-52 ‘E a distance of 1892.40 feet, thence N 89°-14’E a distance of 1320.0 feet to the East line of the said SE 1/4-NE 1/4, thence S 00°-52’W and along the East line of said Section 4, a distance of 2165.00 feet to the point of beginning, all being situated in the NE 1/4-SE 1/4 and the SE 1/4-NE 1/4, Section 4, Twp 13 S, Range 10 E, Calhoun County, Alabama, and containing 61.45 acres.

EXHIBIT B
TO
LEASE AGREEMENT
DATED AS OF MARCH 1, 1999
BETWEEN
THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF PIEDMONT
AND
BOSTROM SEATING, INC.

EQUIPMENT LIST

Description of Personal Property and Fixtures

(a)Heating and air conditioning and ventilating equipment, electrical equipment, plumbing fixtures and furnishings, fire detection, suppression and extinguishment apparatus, equipment and fixtures, and building materials and supplies to be incorporated in the Project.

(b)The personal property and fixtures described on the following pages.

EX-10.33

Exhibit 10.33

REMARKETING AGENT AGREEMENT

among

BOSTROM SEATING, INC.
as User

THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF PIEDMONT
as Issuer

And

MERCHANT CAPITAL, L.L.C.
as Remarketing Agent

Dated March 1, 1999

REMARKETING AGENT AGREEMENT

This Remarketing Agent Agreement (the “Remarketing Agreement”) is made and entered into by the undersigned BOSTROM SEATING, INC., THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF PIEDMONT, and MERCHANT CAPITAL, LLC., as of March 1, 1999.  For and in consideration of the covenants herein made, and subject to the conditions herein set forth, the parties hereto agree as follows:

Section 1.Definitions.

All capitalized terms used herein without definition shall have the meaning ascribed to them in the Trust Indenture dated as of March 1, 1999 between The Industrial Development Board of the City of Piedmont and NBD Bank, as Trustee, unless a different meaning clearly appears from the context.

Section 2.Appointment of Remarketing Agent; Responsibilities of Remarketing Agent.

(a)           Subject to the terms and conditions herein contained and pursuant to Section 15.01 of the Indenture, the Issuer has appointed and the User hereby appoints Merchant Capital, L.L.C., and Merchant Capital, L.L.C.  hereby accepts such appointment, as exclusive remarketing agent (the “Remarketing Agent”) in performing the respective functions of determining the Variable Rate and the Fixed Rate from time to time and the remarketing of the Bonds from time to time in the secondary market subsequent to the initial offering, issuance and sale of the Bonds, all as more fully provided herein.

(b)           The Remarketing Agent, as the agent of the Issuer, agrees to determine the Variable Rate for each interest period during the Variable Rate Period, and the Fixed Rate for each Fixed Rate Period, all pursuant to and in accordance with Sections 4.02 and 4.03 of the Indenture.

(c)           During the Variable Rate Period, the Remarketing Agent, as agent for the User, shall, so long as no Event of Default under the Indenture has occurred and is continuing, pursuant to the terms and provisions of the Indenture and upon receipt of telegraphic or telephonic notice from the Trustee (such notice to be promptly confirmed in writing) specifying the principal amount of Bonds which have been tendered for purchase pursuant to Section 4.04 of the Indenture and the Optional Tender Date, use its best efforts to remarket all Bonds so tendered for purchase at a price of 100% of the principal amount thereof, plus accrued interest, if any, to such Optional Tender Date; provided that the Remarketing Agent shall not undertake to remarket such Bonds if otherwise directed by the User.

(d)           Upon receipt of telegraphic or telephonic notice from the Trustee (such notice to be promptly confirmed in writing) specifying the principal amount of Bonds which have been tendered or deemed to be tendered pursuant to Section 4.05 of the Indenture, and so long as no Event of Default under the Indenture has occurred and is continuing, the Remarketing Agent, as agent of the User, agrees to use its best efforts to remarket such Bonds which are tendered or are deemed to be tendered at a price equal to 100% of the principal amount thereof, plus accrued interest, if any, subject to the following conditions:

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(i)      satisfactory compensation and other terms and conditions shall have been agreed upon by the User and the Remarketing Agent;

(ii)     the Remarketing Agent shall have received all documents, including opinions of counsel, required to be delivered to it under the terms of the Indenture;

(iii)    the Remarketing Agent shall have received an offering memorandum, or other appropriate disclosure document satisfactory in form and substance to the Remarketing Agent, to be used in connection with its effortsto remarket the Bonds; and

(iv)    the Remarketing Agent shall have received such additional documents, certificates and legal opinions as it may reasonably request.

Further details regarding such remarketing shall be negotiated between the User and the Remarketing Agent prior to the applicable Mandatory Tender Date.

(e)           To the extent that the Remarketing Agent has not arranged for the secondary sale of Bonds tendered or deemed tendered pursuant to the Indenture, at the written direction of the User and so long as no Event of Default under the Indenture has occurred and is continuing, the Remarketing Agent shall continue to use its best efforts to remarket such Bonds, at a price equal to 100% of the principal amount thereof, plus accrued interest, if any, to the date such Bonds are to be taken up and paid for pursuant to such remarketing.

(f)            Notwithstanding any of the foregoing, the Remarketing Agent shall not offer for sale or sell Bonds to the Issuer or the User or any guarantor of the User.  The User may at any time, upon written direction to the Remarketing Agent, direct the Remarketing Agent to cease or resume the remarketing of some or all of the Bonds.

(g)           The Remarketing Agent shall make appropriate settlement arrangements for the purchase of Bonds which have been remarketed as hereinabove provided between the purchasers of such remarketed Bonds and the Trustee, and shall direct said purchasers by appropriate instructions to pay all moneys for the purchase price of such remarketed Bonds to the Trustee at the time and as provided in the Indenture.

Section 3.Exclusive Agent; Resignation and Removal of Remarketing Agent.

The Issuer has agreed and the User hereby agrees that, unless this Remarketing Agreement has been previously terminated pursuant to the terms hereof, the Remarketing Agent shall act as exclusive Remarketing Agent for the User in connection with the remarketing of Bonds tendered or deemed tendered with respect to the Bonds on the terms and conditions herein contained at all times.

Upon the notice and in the manner provided in Section 15.01 of the Indenture the Remarketing Agent may at any time resign or be removed and be discharged of the duties and obligations created by this Remarketing Agreement or may be removed at any time.

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Section 4.Furnishing of Offering Materials.

(a)           The User agrees to furnish the Remarketing Agent at the User’s expense, with as many copies as the Remarketing Agent may reasonably request of the OfficialStatement (the “Official Statement”) in connection with the issuance of the Bonds and any subsequent remarketing of the same as herein provided, and shall, at the User’s expense, amend or supplement the Official Statement (and/or the documents incorporated by reference therein), so that at all times the Official Statement will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.  In addition, the User will, at its own expense, take all steps reasonably requested by the Remarketing Agent which the Remarketing Agent or its counsel may consider necessary or desirable (i) to register the sale of the Bonds by the Remarketing Agent under any federal or state securities law or to qualify the Indenture under the Trust Indenture Act of 1939, as amended, or (ii) to enable the Remarketing Agent to establish a “due diligence” defense to any action commenced against the Remarketing Agent in respect of the Official Statement and any supplement or amendment thereto.

(b)           In the event the Remarketing Agent is asked to remarket the Bonds in any situation which requires compliance with Rule 15c2-12 of the Securities Exchange Act of 1934, as amended (the “Rule”), including without limitation one of the following circumstances:

(i)      where the Bonds are to be converted from a Fixed Rate Period of nine months or less to a Fixed Rate Period of more than nine months; or

(ii)     where the authorized denomination of the Bonds will be reduced from $100,000 or more to less than $100,000; or

(iii)    where the authorized denominations of the Bonds are currently less than $100,000 (whether or not the remarketing involves a conversion to a different interest period and regardless of the length thereof),

(1)           the Issuer will provide such Remarketing Agent, prior to the date such Remarketing Agent bids for, offers or sells any Bonds, an official statement the Issuer deems final as of its date (exclusive of pricing and other sales information);

(2)           if a preliminary official statement or other disclosure document is prepared, the Issuer will provide such Remarketing Agent with such number of copies thereof as such Remarketing Agent may need to supply at least one copy thereof to each potential customer who requests it; and

(3)           the Issuer shall cooperate with such Remarketing Agent and the User to enable the User to provide such Remarketing Agent, within 7 Business Days after the interest rate is determined or by the time “money confirmations” are to be sent to customers, whichever is earlier, with a number of copies of the final official statement or disclosure document adequate to supply at least one copy of such final official statement or disclosure document to any customer or any potential customer for a period commencing on the date such final official

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statement or disclosure document is available and extending for the underwriting period as defined in the Rule (the “Underwriting Period”) and, thereafter, for as long as may be required by the Rule.  During the Underwriting Period, if requested by such Remarketing Agent or the User, the Issuer agrees to cooperate with such Remarketing Agent and the User in updating, by written supplement or amendment or otherwise, the final official statement or disclosure document.

Section 5.Representations, Warranties, Covenants and Agreements of the Remarketing Agent.

The Remarketing Agent, by its acceptance hereof, represents, warrants, covenants and agrees with the Issuer and the User as follows:

(a)           The Remarketing Agent is a corporation authorized by law to perform all the duties imposed upon it as Remarketing Agent by the Indenture and this Remarketing Agreement;

(b)           The Remarketing Agent has full power and authority to take all actions required or permitted to be taken by the Remarketing Agent by or under, and to perform and observe the covenants and agreements on its part contained in, the Indenture and this Remarketing Agreement;

(c)           The Remarketing Agent will keep such books and records with respect to its duties as Remarketing Agent as shall be consistent with prudent industry practice and to make such books and records available for inspection by the Trustee, the Issuer, the User and the Credit Obligor at all reasonable times; and

(d)           The Remarketing Agent hereby designates its principal officeas the address specified in Section 14(a) hereof.

Section 6.Representations, Warranties, Covenants and Agreements of the User.

The User, by its acceptance hereof, represents, warrants, covenants and agrees with the Issuer and the Remarketing Agent as follows:

(a)           The User has full power and authority to take all actions required or permitted to be taken by the User by or under, and to perform and observe the covenants and agreements on its part contained in, this Remarketing Agreement, the Lease Agreement, the Guaranty Agreement between the User and the Trustee respecting the Bonds (the “Guaranty”), the Credit Agreement and any other instrument or agreement relating thereto to which the User is a party;

(b)           The User has, on or before the date hereof, duly taken all action necessary to be taken by it prior to such date for:  (i) the execution, delivery and performance of this Remarketing Agreement, the Lease Agreement, the Guaranty, the Credit Agreement and any other instrument or agreement to which the User is a party and which has been or will be executed in connection with the transactions contemplated by the foregoing

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documents and (ii) the carrying out, giving effect to, consummation and performance of the transactions and obligations contemplated by the foregoing agreements and by the Official Statement;

(c)           This Remarketing Agreement, the Lease Agreement, the Guaranty, the Credit Agreement and any other instrument or agreement to which the User is a party and which has been or will be executed in connection with the consummation of the initial offering and sale of the Bonds, when executed and delivered by the parties hereto and thereto, constitute or will constitute valid and binding obligations of the User, enforceable against the User in accordance with their respective terms, except as the enforcement (but not the validity) thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws, judicial decisions or principles of equity relating to or affecting the enforcement of creditors’ rights or contractual obligations generally;

(d)           The execution and delivery of this Remarketing Agreement, the Lease Agreement, the Guaranty, the Credit Agreement and any other instrument or agreement to which the User is a party and which has been or will be executed in connection with the consummation of the initial offering and sale of the Bonds, the compliance with the terms, conditions or provisions hereof and thereof, and the consummation of the transactions herein and therein contemplated do not upon the date of execution and delivery thereof and will not violate any law or any regulation, order, writ, injunction or decree of any court or governmental instrumentality applicable to the User, or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, any mortgage, indenture, agreement or instrument to which the User is a party or by which it or any of its properties is bound;

(e)           The User will cooperate with the Remarketing Agent in the qualification of the Bonds for offering and sale and the determination of the eligibility of the Bonds for investment under the laws of such jurisdictions as the Remarketing Agent shall designate and will use its best effortsto continue any such qualification in effect so long as required for the offer and sale of the Bonds by the Remarketing Agent pursuant to this Remarketing Agreement, provided that the User shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in any jurisdiction where it is not now so subject;

(f)            The User has no knowledge or reason to believe that any information contained in the Official Statement heretofore furnished to the Remarketing Agent contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, or that any supplement or amendment to the Official Statement, as of the date of such supplement or amendment, will contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and

(g)           The User shall provide written notice to the Remarketing Agent prior to the execution of any amendment or supplement to the Lease Agreement, the Guaranty, or the Credit Agreement.

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Section 7.Conditions to Remarketing Agent’s Obligations.

The obligations of the Remarketing Agent under this Remarketing Agreement have been undertaken in reliance on, and shall be subject to, the due performance by the User of its obligations and agreements to be performed hereunder and to the accuracy of and compliance with the respective representations, warranties, covenants and agreements of the User contained herein (including, without limitation, those set forth in Sections 2(d) and 4) in each case on and as of the date of delivery of this Remarketing Agreement and on and as of each date on which Bonds are to be offered and sold pursuant to this Remarketing Agreement.  The obligations of the Remarketing Agent hereunder with respect to each date on which Bonds are to be offered and sold pursuant to this Remarketing Agreement are also subject, in the discretion of the Remarketing Agent, to the following further conditions:

(a)           The Indenture, the Lease Agreement, the Guaranty, the Credit Agreement and the Letter of Credit shall be in full force and effect and shall not have been amended, modified or supplemented in any way which would materially and adversely affect the Bonds and there shall be in full force and effect, to the extent applicable, such additional resolutions, agreements, certificates (including such certificates as may be required by regulations of the Internal Revenue Service in order to establish the tax-exempt character of interest on the Bonds) and opinions as shall be necessary to effect the transactions contemplated by this Remarketing Agreement, which resolutions, agreements, certificates and opinions, at the request of the Remarketing Agent, shall be satisfactory in form and substance to the Remarketing Agent and to its counsel;

(b)           There shall have been no adverse change, in the opinion of the Remarketing Agent, in the condition, financial or otherwise, of the User or the Credit Obligor material to the transactions contemplated by the Official Statement or this Remarketing Agreement since the date of the Official Statement and no Event of Default shall have occurred and be continuing and no event shall have occurred and be continuing which, with the passage of time or giving of notice or both, would constitute an Event of Default; and

(c)           The Bonds, in the opinion of counsel to the Remarketing Agent, shall be exempt from registration pursuant to the Securities Act of 1933, as amended, and the Bonds shall not be Taxable, and, in such counsel’s opinion, the Indenture shall be exempt from qualification as an indenture pursuant to the Trust Indenture Act of 1939, as amended.

Section 8.Term and Termination of Remarketing Agreement.

This Remarketing Agreement shall become effective upon execution by the Remarketing Agent, the Issuer, the Trustee and the User and shall continue in full force and effect until the Bonds are Fully Paid, subject to the right of the Remarketing Agent, the Issuer or the User to terminate this Remarketing Agreement at any time in accordance with the terms hereof.

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Section 9.Payment of Fees and Expenses.

(a)           In consideration of the services to be performed by the Remarketing Agent under this Remarketing Agreement, the User agrees to pay to the Remarketing Agent such amounts as are required to reimburse it for or pay the reasonable expenses (including, without limitation, the fees and disbursements of its counsel, and the expenses and costs of the preparation, printing, photocopying, execution and delivery of any supplement to the Official Statement, if any) incurred, advances made and compensation for services rendered pursuant to the Indenture or this Remarketing Agreement.

(b)           Additionally, the User agrees to pay to Remarketing Agent a continuing fee for services rendered as remarketing agent pursuant to the Indenture and this Agreement as follows:

(1)           So long as the Bonds bear interest at the Variable Rate, the User shall pay for the services of the Remarketing Agent hereunder an annual fee equal to one-eighth of one percent (.125%) per annum of the Outstanding Bonds payable quarterly in arrears on June 1, 1999 and on the first day of each March, June, September and December thereafter, it being understood that upon termination of this Agreement, fees will be paid only for that number of days during such period during which this Agreement is in effect.  Fees shall be paid upon receipt of an invoice and shall be based on months of 30 days and years of 360 days.

(2)           In addition to the annual fee described in paragraph (1), on each Conversion Date, the User shall pay the Remarketing Agent a mutually acceptable fee on the day prior to such Conversion Date, as compensation for the Remarketing Agent’s services in remarketing the Bonds at the Fixed Rate.

(c)           With respect to the remarketing of Bonds that bear interest at a Fixed Rate the Remarketing Agent shall be entitled to reimbursement of expenses and compensation for services in amounts as shall be agreed upon by the User and Remarketing Agent.

(d)           Notwithstanding anything herein or in the Indenture to the contrary, the Remarketing Agent shall not have any obligation hereunder or under the Indenture to remarket the Bonds or otherwise perform any services with respect thereto if the User shall have failed to pay when due any amounts due hereunder or, in the case of Bonds to bear interest at a Fixed Rate, failure of the parties hereto to agree on the compensation referred to in paragraph (c) above not less than thirty (30) days prior to the remarketing date.

Section 10.Indemnification.

(a)           The User agrees to indemnify and hold harmless the Remarketing Agent and its officers, employees and each person, if any, who controls the Remarketing Agent within the meaning of Section 15 of the Securities Act of 1933 (collectively, the “Indemnified Persons” and individually, an “Indemnified Person”) from and against any losses, claims, damages or liabilities to which any Indemnified Person may become subject insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Official Statement or

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other information provided by the User pursuant to Section 4 hereof, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, and will reimburse each Indemnified Person for any legal or other expenses reasonably incurred by such Indemnified Person in investigating, defending or preparing to defend any such action or claim; provided, however, that the User shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in the Official Statement in reliance upon and in conformity with written information furnished to the User by or on behalf of any Indemnified Person specifically for inclusion therein.  The indemnity agreement in this paragraph shall be in addition to any liability which the User may otherwise have to any Indemnified Person.

(b)           Promptly after receipt by an Indemnified Person under paragraph (a) of this Section of notice of the commencement of any action, such Indemnified Person shall, if a claim in respect thereof is to be made against the User under such paragraph, notify the User in writing of the commencement thereof.  Failure of an Indemnified Person to give such notice will reduce the liability of the User under this Remarketing Agreement by the amount of damages attributable to the failure to give such notice, but such failure shall not relieve the User from any liability which it may have to such Indemnified Party otherwise than under the indemnity agreement contained in this Section.  In case any such action shall be brought against any Indemnified Person, and such Indemnified Person shall notify the User of the commencement thereof, the User shall be entitled to participate in and, to the extent that it wishes, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Person, and after notice from the User to such Indemnified Person of its election so to assume the defense thereof, the User shall not be liable to such Indemnified Person under such paragraph for any legal or other expenses subsequently incurred by such Indemnified Person in connection with the defense thereof other than reasonable costs of any investigation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Remarketing Agent (or its officers or employees or any person so controlling the Remarketing Agent) and the User, and the Remarketing Agent (or such officers or employees or such person so controlling the Remarketing Agent) shall have reasonably concluded that there may be one or more legal defenses available to it or him which are different from or additional to those available to the User (in which case the User shall not have the right to assume the defense on behalf of the Remarketing Agent or such officers or employees or such person so controlling the Remarketing Agent), the Remarketing Agent (or such officers or employees or such person so controlling the Remarketing Agent) shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of the Remarketing Agent (or such officers or employees or such person so controlling the Remarketing Agent); provided further, however, that the User shall not, in connection with any one such action or separate but substantially similar or related actions arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys at any point in time for the Remarketing Agent and its officers and employees and all persons so controlling the Remarketing Agent.

(c)           The indemnity agreements contained in this Section shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Remar-

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keting Agent or the User and shall survive the termination or cancellation of this Remarketing Agreement.

Section 11.Nature of Remarketing Agent’s Obligations.

Without limiting the foregoing, the Remarketing Agent is hereby expressly authorized and directed to honor its obligations under and in compliance with the terms of this Remarketing Agreement without regard to, and without any duty on its part to inquire into, the existence of any disputes or controversies between the Issuer, the User, the Trustee, the Credit Obligor or any other person or the respective rights, duties or liabilities of any of them, or whether any facts or occurrence represented in any of the documents presented under this Remarketing Agreement are true and correct.  Furthermore, the Issuer and the User fully understand and agree that the Remarketing Agent’s sole obligation to the Issuer and the User shall be limited to honoring its obligations under and in compliance with the terms of this Remarketing Agreement.

Section 12.Dealing in Bonds by Remarketing Agent.

The Remarketing Agent, in its individual capacity, may in good faith buy, sell, own, hold and deal in any of the Bonds, and may join in any action which any Bondholder may be entitled to take with like effect as if it did not act in any capacity hereunder.  The Remarketing Agent, in its individual capacity, either as principal or agent, may also engage in or be interested in any financial or other transaction with the Issuer or the User as freely as if it did not act in any capacity hereunder.

Section 13.Intention of Parties.

It is the express intention of the parties hereto that neither the fixing of any interest rate on the Bonds nor any purchase, sale or transfer of any Bonds, as herein provided, shall constitute or be construed to be the extinguishment of any Bonds or the indebtedness represented thereby or the reissuance of any Bonds.

Section 14.Miscellaneous.

(a)           Except as otherwise specifically provided in this Remarketing Agreement, all notices, demands and formal actions under this Remarketing Agreement shall be in writing and mailed, telegraphed or delivered to the addresses specified in the Indenture for the delivery of notices, or in the case of the Remarketing Agent, to:

Merchant Capital, L.L.C.
250 Commerce Street
Montgomery, Alabama  36104

The parties hereto may, by notice given under this Remarketing Agreement, designate other addresses to which subsequent notices, requests, reports or other communications shall be directed.

(b)           This Remarketing Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.  The terms “successors” and “assigns” shall not include any purchaser of any of the Bonds merely because of such purchase.

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The issuer of a Letter of Credit securing the Bonds shall be a beneficiary of the obligations of the User, the Trustee and the Remarketing Agent hereunder, as though a signatory hereto, and may enforce such obligations in its own name and behalf.

(c)           Section 10 of this Remarketing Agreement shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of the Remarketing Agent or the User, (ii) delivery of and any payment for any Bonds hereunder, or (iii) termination or cancellation of this Remarketing Agreement.

(d)           Section headings have been inserted in this Remarketing Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Remarketing Agreement and will not be used in the interpretation of any provisions of this Remarketing Agreement.

(e)           If any provision of this Remarketing Agreement shall be held or deemed to be or shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions, or in all jurisdictions because it conflicts with any provisions of any constitution, statute, rule of public policy, or any other reason, such circumstances shall not have the effect of rendering the provision in question invalid, inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions of this Remarketing Agreement invalid, inoperative or unenforceable to any extent whatever.

(f)            This Remarketing Agreement may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same document.

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IN WITNESS WHEREOF, the parties hereto have caused this Remarketing Agreement to be duly executed as of the date and year first above written.

MERCHANT CAPITAL, L.L.C.,
as Remarketing Agent
By:	/s/ Illegible
Its	Senior Vice President
BOSTROM SEATING, INC.
By:	/s/ Donald C. Mueller
Its:	Treasurer
THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF PIEDMONT
By:	/s/ Illegible
Its	Chairman

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EX-10.34

Exhibit 10.34

AMENDED AND RESTATED

BUILD TO SUIT

INDUSTRIAL LEASE AGREEMENT

THIS AMENDED AND RESTATED BUILD TO SUIT INDUSTRIAL LEASE AGREEMENT (the “Lease”) is made as of the 17th day of March, 2000, between INDUSTRIAL REALTY PARTNERS, LLC, a Tennessee limited liability company (the “Lessor”), as Lessor, and IMPERIAL GROUP, L.P., a Delaware limited partnership (the “Lessee”), as lessee.

WHEREAS CHI NU DEAL I, L.L.C., a Tennessee limited liability company, and Lessee entered into a certain Build to Suit Industrial Lease Agreement dated as of the 29^th day of April, 1999 and such Lease Agreement was assigned to Lessor by assignment dated as of the July 2, 1999;

WHEREAS, the Lessor and Lessee hereby desire to amend and restate such Lease Agreement as set forth herein;

WHEREAS, CHFAB Management, Inc.  (formerly Imperial Fabricating Company of Tennessee, Inc.), a Tennessee corporation (the “Existing Plant No, 1 Lessor”) and Lessee entered into that certain Industrial Lease dated as of April 29, 1999 for the building and land located at 3301 Highway 76, New Deal, Tennessee (the “Existing Plant No. 1 Lease”);

WHEREAS, CHFAB Management, Inc.  (formerly Imperial Fabricating Company of Tennessee, Inc.), a Tennessee corporation (the “Existing Plant No. 2 Lessor”) and Lessee entered into that certain Industrial Lease dated as April 29, 1999 for the building and land located at 3278 Highway 76, New Deal, Tennessee (the “Existing Plant No. 2 Lease”);

WHEREAS, the Existing Plant No. 1 Lessor and the Existing Plant No. 2 Lessor are hereinafter collectively referred to as the “Existing Plant Lessors”; (the “Existing Plant No. 1 Lease and the Existing Plant No. 2 Lease are hereinafter collectively referred to as the “Existing Plant Leases”); (and the buildings and land leased pursuant to the Existing Plant Leases are hereinafter collectively referred to as the “Existing Plants”);

WHEREAS, the Lessor has identified and acquired a new site in Tennessee (the “Kirby Road Site”) for the purpose of constructing thereon a new manufacturing facility containing approximately 230,000 square feet to be used by Lessee for the Permitted Use herein below defined (the “New Facility”), which Kirby Road Site and New Facility will be leased to Lessee pursuant to this Lease in substitution for the Existing Plants, all as more fully set forth herein below;

WHEREAS, Imperial Fabricating Company of Tennessee, Inc., a Tennessee corporation (“IFC”), Fleet Design, Inc., a Tennessee corporation (“Fleet”, and together with IFC, the “Companies”), Imperial Group, Inc., a Tennessee corporation (“Group”), Fred D. Culbreath and Joseph A. Hicks, the shareholder of Group (the “Imperial Shareholders”, and together with the Companies and Group, the “Sellers”), entered into a certain asset purchase agreement (the “Asset Purchase Agreement”) dated March 22, 1999 with Transportation Technologies Industries, Inc. (formerly Johnstown America Industries, Inc.), a Delaware corporation (“Johnstown”) and Lessee

(Johnstown and Lessee, collectively, “Buyer”), and pursuant to such asset purchase, all of the parties thereto, together with Lessor, have executed a Tennessee Plant Escrow Agreement, pursuant to which Sellers have segregated certain funds in the amount of $5,000,000.00 which are to be held and disbursed in accordance with the Tennessee Plant Escrow Agreement (the “Tennessee Plant Escrow”), a copy of which is attached hereto and made part hereof as Exhibit A;

NOW, THEREFORE, for and in consideration of Ten and no/100 Dollars, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereto agree as follows:

1.INCORPORATION OF RECITALS.

The recitations set forth above are incorporated herein as if set forth herein verbatim.

2.ACQUISITION OF KIRBY ROAD SITE.

Lessor has acquired the Kirby Road Site with the approval of the Lessee and has begun construction of the New Facility in accordance with Plans and Specifications dated the 27th day of October, 1999 (herein the “Final Plans and Specifications”) all as approved by the Lessee.

In the event of the death of both of the Imperial Shareholders during either the Process or the Completion of Lessor’s Improvements in accordance with the terms and provisions governing such completion as herein below set forth, then and in such event, upon forty five (45) days prior written notice from Lessee to Lessor (and, provided, however, that Lessor has not within the aforesaid forty five (45) day period found a successor individual reasonably acceptable to continue to administer the Process or completion of Lessor’s Improvements, as applicable), Lessee shall have the right to designate three proposed representatives as it in its reasonable discretion deems appropriate to administer the completion of the Process or Lessor’s Improvements, as applicable, and Lessor shall promptly select one of the three individuals as the selected representative to continue to administer the completion of the Process or Lessor’s improvements, as applicable.

3.DEMISE OF LAND AND BUILDINGS.

Effective as of August 25, 1999, Lessor does hereby demise and let to Lessee, and Lessee shall be deemed to lease from Lessor, the Kirby Road Site (hereinafter referred to as the “Land”), together with all improvement located on and to be constructed thereon (the “Improvements”) (including but not limited to Lessor’s Improvements, as defined herein below), and all other improvements, machinery, equipment and other property, real, personal or mixed (except Lessee’s trade fixtures) actually or constructively attached to said Land or intended to be used with the operation of said Improvements, together with all additions, alterations and replacements thereof (hereinafter collectively referred to as the “Building”).  The Land and Building which exist from time to time are hereinafter referred to as the “Premises”.  The legal description of the Land is attached hereto as Exhibit A-1.

4.TERM.

A.Initial Term.  Upon Substantial Completion of Lessor’s Improvements, Lessee shall thereafter use commercially reasonable efforts to relocate from the Existing Plants to the Premises within a commercially reasonable time such majority of Lessee’s machinery,

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equipment and other trade fixtures as will enable Lessee to commence operations at the Premises of the business operations previously conducted at the Existing Plants.  Upon Substantial Completion, the obligations of the Lessee under this Lease, except for the payment of the Rent (as herein defined) shall begin.  The Initial Term of this Lease shall begin upon the date of Substantial Completion and shall end Fifteen (15) years from the date of Commencement of Operations as set forth in Exhibit A-2 attached hereto (referred to herein as the “Commencement Date”).  The initial term of the Lease, as set forth above, is sometimes hereinafter referred to as the “Initial Term”.  Except as set forth on Exhibit A-2, Lessee shall not be liable to Lessor for the payment of Base Rent, Additional Rent (as such terms are hereinafter defined) or the payment of any other obligation to be paid by Lessee until the Commencement Date.

B.Options To Renew.  Lessee shall have the right, subject to the provisions hereinafter provided, to extend the term of this Lease for two (2) periods of five (5) years each (each, a “Renewal Term”), on the terms and provisions of this Subparagraph provided:

(i)this Lease is in full force and effect and Lessee is not in default in the performance of any of the terms, covenants and conditions herein contained, in respect to which notice of default has been given hereunder which has not been or is not being remedied in the time permitted in this Lease, at the time of exercise of the right of renewal and at the time set for commencement of the Renewal Term, but Lessor shall have the right at its sole discretion to waive the non-default conditions herein;

(ii)that each such Renewal Term shall be upon the same terms, covenants and conditions as provided in this Lease; provided, however, annual Base Rent for the Premises for the particular Renewal Term shall be at the then current Fair Market Rental Rate (as determined in accordance with paragraph (iv) below); provided further, however, the Base Rent for each such Renewal Term shall in no event be less than the Base Rent rate (exclusive of temporary abatement) payable by Lessee immediately prior to commencement of each such Renewal Term.  Upon determination of the Base Rent rate for each such Renewal Term, the parties shall execute an amendment to this Lease to establish and evidence such Base Rent rate;

(iii)Lessee shall exercise its right to each of the Renewal Terms provided herein, if at all, by notifying Lessor in writing of its election to exercise the right to renew the terms of this Lease for the then applicable Renewal Term at least one hundred eighty (180) days prior to the commencement date of the then applicable Renewal Term;

(iv)Lessee’s Base Rent during each Renewal Term shall be an amount equal to the Fair Market Rental applicable to each Renewal Term, determined as hereinafter set forth.  Within ninety (90) days after Lessor receives Lessee’s notice of election to renew (“Negotiation Period”), Lessor shall, by written notice to Lessee, deliver Lessor’s

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determination of “Fair Market Rental Rate” for the Leased Premises.  The term “Fair Market Rental Rate” as used herein shall mean an amount equivalent to the then current fair market rate of rentals received per month in the general market area in which the Leased Premises are located for a similar period of time and for buildings of comparable characteristics, including but not limited to, comparable lease terms, age, condition and classification and for a similar use of equal quality and with a location providing similar accessibility to the public.  In the event that Lessee does not accept Lessor’s determination of the Fair Market Rental for the Renewal Term, Lessee may either elect to withdraw its renewal notice or elect to have Lessor and Lessee each, within ten (10) days after the expiration of the Negotiation Period, select an appraiser, each of whom shall be an MAI-certified real estate appraiser with at least 5 years’ experience in the commercial leasing market who shall determine the Fair Market Rental for the Leased Premises in accordance with this subsection.  The appraisers shall be instructed to complete the appraisal procedure independently and to submit their written determinations to Lessor and Lessee within thirty (30) days after their appointment.

In the event that the higher determination of the Fair Market Rental submitted by one of the appraisers is equal to or less than 110% of the determination of the Fair Market Rental submitted by the other appraiser, the Fair Market Rental shall be the average of such determinations.  If the determination of the Fair Market Rental submitted by one of the appraisers is greater than 110% of the determination of the Fair Market Rental submitted by the other appraiser, the appraisers shall, within ten (10) days of notice from Lessor or Lessee, appoint a third appraiser with similar qualifications to make a determination of the Fair Market Rental.  In the event that the two (2) appraisers cannot agree as to the selection of the third appraiser within five (5) days after Lessor or Lessee has requested that they do so, either party may request that the local Board of Realtors (or any successor organization) appoint the third appraiser, which appointment shall be made within ten (10) days after Lessor or Lessee have made such a request.  The third appraiser shall be instructed to select the appraisal of either Lessor or Lessee which, in such appraiser’s opinion, most accurately reflects Fair Market Rental and to submit a written determination thereof to Lessor and Lessee within thirty (30) days after such appraiser’s appointment, which determination shall be final and conclusive of Fair Market Rental.  Lessor and Lessee shall each bear the costs of their respective appraisers.  The expenses of the third appraiser shall be borne one-half (½) by Lessor and one-half (½) by Lessee; and

(v)Lessor and Lessee shall promptly execute an amendment confirming the terms and provisions of the extension as outlined herein.

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5.RENT:

A.Base Rent.  In consideration of leasing the Premises and construction of the Lessor’s Improvements, Lessee covenants to pay as and for base rent (the “Base Rent”), subject to adjustment as set forth below, an amount per annum equal to the product obtained by multiplying the applicable Rental Rate by the Rentable Square Feet (as defined herein) of Lessor’s Improvements (as defined herein below).  The applicable Rental Rate shall be as follows:

(i)For the period prior to the Commencement Date as set forth on Exhibit A-2;

(ii)For the first year of the Initial Term, beginning with the Commencement Date, the applicable Rental Rate shall be $2.25;

(iii)For the second year of the Initial Term, the applicable Rental Rate shall be $2.50;

(iv)For each subsequent year of the Initial Term, subject to the adjustments set forth below the applicable Rental Rate shall be $3.00.

All Base Rent shall be payable in equal monthly installments in advance on the first day of each calendar month during the Term hereof, except that Base Rent for any partial calendar month shall be prorated based on the number of days in such month, and Base Rent for the first month of the Term shall be paid on the Commencement Date.  The Rentable Square Feet of the Lessor’s Improvements is approximate and is subject to measurement promptly following the Commencement Date at which time Base Rent and other charges shall be adjusted to reflect such measurement (it being understood that the Base Rent set forth in this Paragraph 5 is based on dollars per square foot).  In the event of a dispute as to the rentable square feet of the Lessor’s Improvements and the amount of Base Rent due from Lessee under the provisions of this Lease, the number of rentable square feet (“Rentable Square Feet”) shall be determined by a qualified engineering firm or architect mutually acceptable to Lessor and Lessee applying the Building Owners and Managers Association (“BOMA”) standards for similar properties (or if a BOMA standard is not available, another nationally recognized standard selected by Lessee).  The cost of such determination shall be borne equally by the parties; provided, however, in no event shall the Rentable Square Feet exceed that which Lessee approved on the Final Plans and Specifications together with any Change Orders (as such terms are herein defined) for Lessor’s Improvements.  Pending resolution of such dispute, all monies billed by Lessor to Lessee shall be paid based upon the Rentable Square Feet contemplated by such Final Plans and Specifications subject to reimbursement or credit after such final determination has been made.

B.Adjustments to Base Rent.  On the first day of the sixth year of the Initial Term and on the first day of each subsequent year of the Initial Term, the Base Rent shall be adjusted by the lesser of (y) the cumulative increase or decrease from the Commencement Date to the Sixth (6th) Anniversary and each subsequent anniversary date, as applicable, of the Commencement Date, as relevant, in the Consumer Price Index for the City of New York, Urban Wage Earners and Clerical Workers, all items (1982-84 = 100) as published by the Bureau of Labor statistics, United States Department of Labor, or any reasonably similar index to the extent the foregoing index at any time ceases to be published or readily available (the “CPI Changes”); or (z) one hundred ten percent (110%) of the prior year’s Base Rent.

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6.LESSOR’S IMPROVEMENTS:

Lessor agrees to cause to be furnished at Lessor’s sole cost and expense all of the material, labor, and equipment for the construction on the Land of the improvements in accordance with the Final Plans and Specifications dated October 27, 1999, with such change orders as approved by Lessor and Lessee (herein the “Lessor’s Improvements”), and shall be referred to as the “Lessor’s Improvements”.  In addition, Lessor has entered into a Design/Build Agreement dated the 30^th day of November, 1999 with Dooley & Mack Constructors, Inc.  (herein the “Design/Builder”), Lessor shall be responsible for:

(i)supervising the Design/Builder during construction; and

(ii)submitting all of the Monthly Draw Documentation required pursuant to the Tennessee Plant Escrow.

Lessor shall cause Lessor’s Improvements to be constructed in a good and workmanlike manner in accordance with the Final Plans and Specifications and Lessor agrees to cause the construction thereof to be completed in accordance with all applicable restrictive covenants or similar agreements to which the Premises are subject and in accordance with the applicable building and fire code as it is presently interpreted and enforced by the governmental bodies having jurisdiction thereof.  Lessor shall cause to be obtained, at its expense, all building permits required for the construction of Lessor’s Improvements.  In the event Lessee desires changes in the Lessor’s Improvements, Lessee shall notify Lessor of such request and follow the procedures set forth in Subparagraph C hereinafter.  Lessor shall incur the costs of any Change Order to the extent the aggregate cost of acquisition of the Land and construction of Lessor’s Improvements following such change order is equal to or less than Five Million and 00/100 Dollars ($5,000,000.00).  The cost of any Change Order requested by Lessee resulting in a project cost in excess of such amount shall be allocated and paid by Lessee.  Lessee shall pay to Lessor all increased costs or direct (and not consequential) damages actually incurred by Lessor attributable to Lessee Delays (including those Lessee Delays attributable to changes ordered in the work by Lessee).  For purposes of this paragraph, “Lessee Delays” shall mean any one or more delays caused by any act or neglect of Lessee, or those acting for or under Lessee, or by any separate contractor employed by Lessee or by changes ordered in the work by Lessee, or by Lessee’s failure to respond within ten (10) business days to a request by Lessor to specify details, layouts, selections or other information required by Lessor in connection with Lessor’s causing the construction of Lessor’s Improvements or the failure of Lessee to take possession of or to occupy the Premises or take other actions on or after the date Lessor’s Improvements are substantially complete and ready for occupancy by Lessee, the result of which is to delay issuance of a certificate of occupancy for the Premises.  Lessor shall notify Lessee of any Lessee Delay within five (5) business days after the occurrence of such event.  In the event Lessee delivers a timely and complete response to a Lessor request by providing the information so requested within the five (5) business day period specified in this Lease, no Lessee Delay shall occur as a result of such request by Lessor.

A.Delivery Date; Excused Delay; Substantial Competition.  (a) Lessor shall cause the Contractor to diligently proceed with the construction of the Lessor’s Improvements and substantially complete the same (as defined in this Paragraph) and on or before June 1, 2000 (the “Delivery Date”); provided, however, if Contractor is delayed at any time in the progress of constructing the Lessor’s improvements by any Lessee Delay or by any labor disputes, casualties,

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acts of God or the public enemy, governmental embargo restrictions, inability to obtain building materials at reasonable costs, action or non-action of public utilities, or of local, state or federal governments affecting the work, or other causes beyond Contractor’s reasonable control (such delays are each hereinafter referred to as an “Excused Delay”), then the Delivery Date shall be extended for the additional time caused by such Excused Delay.  The parties agree that shortages of fuel or labor shall not be Excused Delays.  Lessor shall cause Contractor to notify Lessee of any conditions or circumstances which constitute an Excused Delay within five (5) days after the occurrence of such Excused Delay, and shall cause to be specified as soon as possible thereafter the number of days delay resulting from such conditions or circumstances (the “Delay Period”).  In the case of a continuing cause of delay, only one notice by Contractor shall be required, except that in the event the cause for delay is weather related, Lessor shall cause Contractor to give Lessee updates at reasonable times.  In the event Lessor fails to cause the Contractor to substantially complete the Lessor’s Improvements (other than the weather sensitive work as described above) by the Delivery Date (subject to Extension for an Excused Delay equal to the number of days in any Delay Period), then in lieu of all other rights and remedies available to it under law and equity, Lessee may, upon written notice to Lessor delivered within ten (10) business days after such failure to deliver, elect to: (i) terminate the Lease whereupon the Lease shall terminate without prejudice to either party’s rights or remedies; or (ii) to extend such date for a period of days as agreed by Lessor and Lessee (“Extended Delivery Date”); or (iii) draw from the Tennessee Plant Escrow for the purpose of completing Lessor’s Improvements such portion of the Escrow Deposit as is necessary therefor (such draws to be used solely for such purpose).  For all purposes under this Lease, the Lessor’s Improvements shall be considered substantially completed, and the date of “Substantial Completion” shall mean the date that the municipality having jurisdiction thereof issues a preliminary or permanent certificate of occupancy (whichever occurs first) permitting Lessee to occupy and use the Lessor’s Improvements (except for weather sensitive work such as exterior painting, landscaping and asphalt wearing course which will be completed as soon as reasonably can be accomplished) or takes such other action as may be customary in such municipal jurisdiction to permit occupancy and use thereof.

B.Lessee’s Acceptance of Premises.  Within a period of 30 days after the Commencement Date, Lessee shall notify Lessor, in writing, of all portions of the Lessor’s Improvements which are incomplete and Lessor shall forthwith cause such items to be completed, and in any event, within thirty (30) days (weather permitting) after written notice from Lessee (and in the case of weather-sensitive items, promptly complete same when weather permits).  If not previously delivered in order to have Substantial Completion of Lessor’s Improvements, Lessor shall deliver a final certificate of occupancy for Lessor’s Improvements within thirty (30) days after Substantial Completion of the Lessor’s Improvements unless such failure to obtain same is caused by or the result of a Lessee Delay or unless matters required for issuance are the responsibility of Lessee.

C.Change Orders.  Lessee may request changes in Lessor’s Improvements consisting of additions, deletions or other revisions, provided that, as set forth in the first paragraph of this Section 6, the cost of any such Change Order requested by Lessee and resulting in a project cost in excess of $5,000,000 shall be allocated and paid by Lessee.  In the event Lessee requests changes, Lessor shall promptly notify Lessee of any costs associated with such changes and/or changes in the Delivery Date.  All such changes in Lessor’s Improvements shall be authorized by a written order to Lessor authorizing a change in the Lessor’s Improvements.  A Change Order shall

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be signed by Lessor and Lessee if there is an adjustment in the Delivery Date.  The Delivery Date may be changed only by a Change Order.

D.Lessee as Beneficiary of Contracts.  In order for Lessee to comply with Lessee’s repair and maintenance obligations as set forth herein below, Lessor shall cause Lessee to be named as an additional beneficiary on all warranties and service contracts executed by Lessor or received by Lessor during the construction of Lessor’s Improvements.

E.Payment of Relocation Costs.  Lessor shall pay to Lessee within thirty (30) days after invoicing any documented out of pocket expenses incurred by Lessee in disassembling moving and reassembling equipment, personal property and trade fixtures from the Existing Plants to the facility constructed as part of Lessor’s Improvements (collectively, the “Relocation Costs”); provided, however in no event shall Relocation Costs include down time at either of the Existing Plants.  In the event Lessor fails to pay such invoices within said time period, Lessee, in addition to any other remedy it may have at law or in equity, may withhold the amount of such invoice from the installments of Rent next becoming due until such invoices are paid.

7.USE OF PREMISES:

Lessee agrees to use and occupy the Premises as a manufacturing facility with attendant offices and warehouses (“Permitted Use”).

8.TAXES, INSURANCE, EXPENSES:

Upon Substantial Completion, Lessee shall pay to Lessor, as Additional Rent, the total real estate taxes levied on the Premises and becoming due and payable from and after the date of Substantial Completion in each year of the Term.  Such Additional Rent shall be prorated to reflect the actual Term of the Lease during the first (from and after Substantial Completion) and last Lease years.  Should the State of Tennessee or any political subdivision thereof, or other governmental authority having jurisdiction over the Premises, impose a tax, assessment, charge or fee or increase a then existing tax, assessment charge or fee which Lessor shall be required to pay, either by way of substitution for such real estate taxes, or otherwise, or impose an income or franchise tax or tax on rents in addition to or as a substitution for a general tax levied against the Premises, such taxes, assessments, charges or fees shall be deemed to constitute a real estate tax hereunder.  In the case of special taxes or assessments which may be payable in installments, only the amount of each installment and interest thereon paid during a calendar year shall be included in taxes for that year.

Upon Substantial Completion, Lessee shall pay directly for fire, flood, extended coverage, rent loss, umbrella, public liability and property damage insurance on the Building in each year of the Term, all as more fully set forth in Section 9 herein below.

Lessee will be responsible for all repairs to the Premises, including roof, exterior walls, windows, doors, glass, fixtures, equipment, machinery, appliances, sprinkler system, heating and air conditioning equipment, paving, curbs, sidewalks, landscaping, drainage and lighting facilities, as may from time to time be necessary, painting, caulking, lighting, sanitary control, removal of snow, trash, rubbish, garbage and other refuse (subject to Lessor’s obligation as set forth in Section 13 hereof).

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It is intended that the Additional Rent described in Subparagraph A above shall commence as of the Commencement Date and shall be paid to Lessor within thirty (30) days after invoice therefor together with all invoices, documents and other backup data to Lessee as Lessee may reasonably require from time to time to substantiate such invoice (in no event shall Lessee be required to pay its pro rata share of real estate taxes more than ten (10) days prior to the due date for such taxes).

9.INDEMNITY AND PUBLIC LIABILITY:

Lessee covenants to save Lessor harmless from all loss, liability, cost, expense or damages that Lessor may incur or which may be claimed with respect to any person or persons, corporation, or property on or about the Premises or resulting from any act done or omission by or through the Lessee, its agents, employees, invitees, or any person on the Premises by reason of Lessee’s use.  Notwithstanding the foregoing, Lessee shall have no obligation to save Lessor harmless from any loss, liability, cost or expense arising from Lessor’s sole or partial negligence.

Lessor covenants to save Lessee harmless from all loss, liability, cost, expense or damages that Lessee may incur or which may be claimed with respect to any person or persons, corporation, or property on or about the Premises or resulting from any act done or omission by or through the Lessor, its agents, employees, invitees, or any person on the Premises by reason of Lessor’s ownership or use.  Notwithstanding the foregoing, Lessor shall have no obligation to save Lessee harmless from any loss, liability, cost or expense arising from Lessee’s sole or partial negligence.

Lessee further covenants and agrees to maintain at all times, during the Term of this Lease, comprehensive public liability insurance reasonably satisfactory to Lessor, protecting and Indemnifying Lessor in an amount of not less than One Million Dollars ($1,000,000), combined single limit for bodily injury or property damage.

Lessee further covenants and agrees that it shall keep the Premises insured for the benefit of Lessor in an amount equivalent to the full replacement value thereof (excluding foundation, grading and excavation costs) against:

(a)loss or damage by fire; and

(b)such other risk or risks of a similar or dissimilar nature as are now, or may in the future be, customarily covered with respect to buildings and improvements similar in construction, general location, use, occupancy and design to the Building, including, but without limiting the generality of the foregoing, windstorms, hail, explosion, vandalism, malicious mischief, civil commotion, and such other coverage as may be deemed necessary by Lessor.

The insurance required to be provided by Lessee under this Lease may be provided in the form of a blanket policy.  Any insurance policy required to be carried by Lessee hereunder shall name Lessor as an additional insured and provide that such policy shall not be canceled without at least fifteen (15) days’ prior notice to Lessor.

During the construction of Lessor’s Improvements, Lessor covenants and agrees to maintain at all times the following insurance: (i) Builder’s Risk Insurance on an “all risks” basis for 100% of the insurable value of all construction work in place or in progress from time to time, insuring the

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Project, including materials in storage and while in transit, against loss or damage by fire or other casualty, with extended coverage, “X”, “C” and “U” coverage, vandalism and malicious mischief coverage, bearing a replacement cost agreed amount endorsement; (ii) comprehensive general liability insurance in an amount not less than $1,000,000; and (iii) employer’s Liability Insurance.

During the construction of Lessor’s Improvements, Lessor agrees that such policy or policies of insurance shall contain a waiver of subrogation clause as to Lessee and Lessor waives, releases and discharges Lessee from all claims or demands whatsoever which Lessor may have or acquire arising out of damage to or destruction of the Premises or loss of use thereof occasioned by fire or other casualty, which such claim or demand may arise because of the negligence or fault of Lessee, its agents, employees, customers or business invitees, or otherwise, and Lessor agrees to look to the insurance coverage only in the event of such loss.  Notwithstanding the foregoing, Lessee shall be obligated to pay the rental called for hereunder in the event of damage to or destruction of the Premises if such damage or destruction is occasioned by the negligence or fault of Lessee, its agents or employees.  Insurance premiums paid therein shall not be a portion of the Additional Rent described in Article 5 hereof.

10.ASSIGNMENT AND SUBLETTING:

A.Right to Sublease and Assign.  Subject to prior notice and consent of Lessor, which consent shall not be unreasonably withheld, Lessee shall be free to assign, transfer or encumber this Lease and may sublease the Premises or any part thereof without the prior written consent of Lessor; provided, however, that, except as set forth herein below, any such assignment, transfer, or sublease shall not release Lessee from any and all covenants and obligations under this Lease.

B.Release of Lessee.  If Lessee desires the consent of Lessor to an assignment or subletting, Lessee shall submit to Lessor at least fifteen (15) days prior to the proposed effective date of the assignment or sublease a written notice which includes:

(i)all documentation then available related to the proposed sublease or assignment (copies of final executed documentation to be supplied on or before the effective date); and

(ii)if Lessee is also requesting a release of Lessee, sufficient information to permit Lessor to determine the identity and character of the proposed sublessee or assignee and the financial condition of the proposed assignee.

If Lessee has requested the consent of Lessor in accordance with Section 10(b)(ii), Lessor may, nevertheless, withhold its consent to such assignment or subletting if in the reasonable judgment of Lessor the sublessee or assignee does not have a financial condition to perform its obligations under the proposed assignment or sublease.  Any such withholding of consent by Lessor pursuant to Section 10(B)(ii) shall be evidenced by written notice delivered to Lessee within fifteen (15) days of Lessor’s receipt of the written notice from Lessee submitted in accordance with the requirements of Section 10(B)(ii) above.  In the event of Lessor’s consent to assignment of the Lease pursuant to Section 10(B)(ii), Lessee shall be released from its obligations under this Lease effective upon the date of such assignment.

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C.Exempt Changes, Assignments and Transfers.  Notwithstanding anything contained herein to the contrary, none of the following, or any changes, assignments, or transfers resulting from the following, shall require Lessor’s prior written consent: (i) any transfer or change in ownership interests to heirs or descendants arising out of death of any owner of any ownership interests of Lessee; (ii) a transfer of stock in a public offering of the capital stock of Lessee; (iii) the merger, reorganization, consolidation, or amalgamation of Lessee with a third party or the sale of all or substantially all of the stock or assets of Lessee; or (iv) a transfer to a parent, subsidiary, or “affiliate” of Lessee.  In the event of an assignment or transfer by Lessee of Lessee’s right, title and interest in and to this Lease upon the occurrence of any assignment or transfer as a result of the events described in clauses (iii) and (iv) of the preceding sentence, Lessee shall be released of its covenants and obligations under this Lease effective upon the date of such assignment or transfer provided such transferee or assignee joins in this Lease by an assumption agreement in form reasonably acceptable to Lessor.  An “affiliate” shall mean any trust, corporation, or partnership which owns or controls the majority of the ownership interests of Lessee, either directly or indirectly through other entities.  As used herein, the phrase “ownership interests” shall mean general partnership interests if Lessee is a partnership, and capital stock if Lessee is a corporation.

D.Mortgage of the Leasehold Only.  Subject to the priority of the liens on the Lessor’s interest in the Premises, at any time and from time to time during the Term of this Lease, Lessee may assign or encumber Lessee’s interest in the leasehold estate created by this Lease by a mortgage or collateral assignment of lease creating a lien upon or security interest in the leasehold estate under this Lease (a “Leasehold Mortgage”) given by Lessee, containing such terms and provisions as Lessee may, in its reasonable discretion, deem fit and proper subject to Lessor’s approval, which approval shall not be unreasonably withheld or delayed.  If Lessee encumbers its leasehold estate by a Leasehold Mortgage, Lessor shall be advised in writing of the name and address of the holder of the Leasehold Mortgage (the “Leasehold Mortgagee”).

11.SIGNS AND ADVERTISEMENTS:

Lessee may install such signs, billboards or advertisements upon the Premises which are consistent with Lessee’s use of the Premises and applicable Laws (as such term is defined herein below).

12.MAINTENANCE AND REPAIR BY LESSEE:

Subject to Lessor’s maintenance and repair obligations set forth in Section 13 hereof, Lessee shall be responsible for maintenance of the heating and air conditioning equipment and shall keep the same in good working order and condition, including particularly, but not limited to, protecting water pipes, heating and air conditioning equipment, plumbing, windows, doors, frames, glass, elevators and dock bumpers, fixtures, appliances, and sprinkler system from becoming frozen or being damaged, and shall keep the Premises and the approaches, sidewalks, parking areas, landscaped areas and the alleys adjacent thereto, if any, clean and sightly and free from ice and snow.  Subject to Lessor’s maintenance and repair obligations set forth in Section 13 hereof, at the expiration of the term, Lessee shall surrender the Premises broom clean, in the same condition as Lessee received possession thereof, reasonable wear and tear excepted.

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13.REPAIR AND REPLACEMENT BY LESSOR:

Lessor shall be responsible for the repair of any latent defects arising from the construction of the Building which pertain to the structural portions of the Building including, without limitation, the roof and exterior walls (exclusive of inside surfaces), gutters and downspouts of the Building, the heating and air conditioning equipment, plumbing, windows, doors, frames, glass, elevators and dock bumpers, fixtures, appliances, and sprinkler system, provided, that to the extent any such latent defects are covered by any warranties obtained by Lessor during the Construction of Lessor’s Improvements, the parties hereto shall first attempt to enforce the repair of such latent defects through the use of any such warranties.

14.LESSOR’S RIGHT OF ENTRY:

Lessor or Lessor’s agent may enter the Premises at reasonable hours upon reasonable prior notice (except in case of emergency) to examine the same and to perform Lessor’s obligations under this Lease,

15.DAMAGE BY CASUALTY:

In case the Premises or the Building shall be destroyed or shall be so damaged by fire or other casualty as to become unleaseable, then in such event, at the option of the Lessee, the Term hereby created shall cease, from the date of such damage or destruction and Lessee shall surrender the Premises and all interest therein to Lessor, and Lessee shall pay Rent only to the time of such fire or other casualty.  In case Lessee shall not so elect to terminate this Lease, this Lease shall continue in full force and effect and the Lessor shall repair the Premises with all reasonable promptness, placing the same in as good a condition as they were at the time of the damage or destruction, and for that purpose may enter said Premises.  In such event, Rent shall abate in proportion to the extent and duration of unleaseable.

16.PERSONAL PROPERTY:

Lessee shall maintain insurance on all property of Lessee and any other party which at any time is at or in the Premises, such insurance to be for the full value of such property and to include a waiver of all rights, including subrogation, against Lessor and its agents and employees for damage to such property.

17.ALTERATIONS:

Lessee shall not make any significant alterations or additions in or to the Premises without the prior consent of Lessor, which consent shall not be unreasonably withheld.  Lessee may make alterations or additions in and to the Premises which are not structural in nature and do not have a material adverse effect on the value of the Building and which are consistent with Lessee’s use of the Premises.

18.UTILITIES AND SERVICES:

After the date of Substantial Completion, Lessee shall obtain and pay for all electricity, gas, water, fuel and any services or utilities used in or assessed against the Premises including, but not

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limited to, any charges for the burglar and fire monitoring systems which shall include line and installation charge if necessary.

19.PUBLIC REQUIREMENTS:

Prior to the date of Substantial Completion, Lessor shall, at its own cost and expense, observe, comply with and execute, all present and future orders, regulations, directions, rules, laws, ordinances and requirements of all Governmental Authorities, (included but not limited to, State, Municipal, County and Federal Governments and their departments, bureaus, boards, and officials)  (collectively, “Laws”), affecting the Premises and Lessee’s use thereof.  Lessor covenants that the Building and the Premises, shall be in compliance with the foregoing Laws as of the date of Substantial Completion.  From and after the date of Substantial Completion, subject to the preceding sentence, Lessee shall, at its own cost and expense, observe, comply with and execute, all Laws affecting the Premises and Lessee’s use thereof; provided, however, if as a result of change in the Laws, Lessee would be required to expend more than $100,000 to make capital expenditures during the final year of the Initial Term or Renewal Term, as applicable, in order to comply with such Laws, Lessor shall be obligated to make any such capital expenditures in excess of $100,000 in order for Lessee to comply with such Laws.

20.FIXTURES:

All of Lessee’s trade fixtures and all personal property, fixtures, apparatus, machinery and equipment, now or hereafter located upon the Premises, shall be and remain the personal property of Lessee and the same are herein referred to as “Lessee’s Equipment”.  Lessee’s Equipment may be removed from time to time by Lessee; provided, that if such removal shall injure or damage the Premises, Lessee shall repair the damage and place the Premises in the same condition as it would have been if such equipment had not been installed.

21.EMINENT DOMAIN:

If all or a substantial portion of the Premises shall be taken for any public or quasi-public use under any governmental law, ordinance, or regulation or by right of eminent domain or shall be sold to the condemning authority under threat of condemnation or if a substantial part of the Premises is so taken or sold so that the Premises cannot, after restoration, be economically used for the purpose intended, this Lease shall terminate and the rent shall abate during the unexpired portion of this Lease, effective as of the date of taking of the Premises by the condemning authority.

If less than a substantial part of the Premises shall be taken for any public or quasi-public use under any governmental law, ordinance, or regulation or by right of eminent domain or shall be sold to the condemning authority under threat of condemnation or if less than a substantial part of the building is taken or sold so that the Premises can be economically used for the purpose intended, this Lease shall not terminate but Lessor shall, at its sole expense, restore and reconstruct the Building and the Premises to make the same leasable and economically suitable for the intended use of the premises.  Rent payable for the unexpired portion of the Lease term shall be adjusted equitably.

Lessor and Lessee shall each be entitled to receive such separate awards and portions of lump-sum awards as may be allocated to their respective interests in any condemnation

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proceedings.  The termination of this Lease shall not affect the rights of the respective parties to those awards.

22.DEFAULT AND REMEDIES:

A.Default by Lessor.  If Lessor fails to perform any of the terms, covenants, agreements, or conditions on its part to be performed under this Lease and that failure continues uncorrected for 30 days after notice of failure from Lessee, unless otherwise specified in this Lease and subject to the provisions of paragraph D of this section, this Lease may be terminated by Lessee at any time thereafter during the continuance of that default by written notice to Lessor, and Lessee shall be relieved of any and all liability under this Lease.

B.Default by Lessee.  If at any time or times Lessee: (i) defaults in the payment of the rent reserved or of any part thereof upon the date the same becomes due and payable and any default shall continue for a period of 15 days after any rent is due; (ii) or Lessee fails to pay any other money that may become or fall due or become payable; or (iii) defaults in the due and full observance or performance of any other covenant, provision, or condition under this Lease required to be kept, performed, or observed by Lessee, and if any such default under clauses (ii) and (iii) continues for a period of 30 days after written notice to Lessee thereof unless otherwise specified in this Lease and subject to the provisions of paragraph D of this section, Lessor may at any time during the continuance of such default by written notice to Lessee, declare the term of this Lease terminated.

C.Certain Transfers by Lessee.  If, during the term of this Lease or any extension or renewal: (i) Lessee makes an assignment for the benefit of creditors; (ii) a writ of execution or attachment is levied against or on the property of Lessee; (iii) any action is taken for the voluntary dissolution of Lessee; (iv) a voluntary or involuntary petition is filed by or against Lessee having for its purpose adjudication of Lessee as a bankrupt, or (v) a receiver is appointed for the property of Lessee by reason of the insolvency or alleged insolvency of Lessee, the occurrence of any such contingency shall be deemed a breach of this Lease and this Lease may, at the election of Lessor, upon the happening of any such contingency, be terminated and declared of no further force and effect, provided, however, that in the event of a contingency of the character mentioned in (ii), (iv), and (v) above, Lessee shall have a period of 90 days after the date of the occurrence of such contingency or contingencies in which to dispose of or eliminate the condition, or procure a dismissal or a stay of any proceeding constituting the contingency, before that contingency shall be deemed a breach of this Lease, and no breach shall exist if that condition is eliminated or disposed of or said proceedings are dismissed or stayed within the 90-day period.

D.Reasonable Time to Cure Default.  If any default by either party (other than the payment of rent by Lessee) cannot reasonably be remedied within the period of time prescribed in the notice of default and if such party has commenced to remedy the default and diligently pursues such remedy thereafter, then the defaulting party shall have additional time as is reasonably necessary to remedy the default before the Lease can be terminated or other remedies enforced.

E.Reimbursement of Expenses.  Each party (defaulting party) covenants and agrees that if the other party (terminating party) exercises the right to terminate this Lease as provided in this Lease, the defaulting party will reimburse the terminating party within 30 days from the effective date of termination for all reasonable out-of-pocket expenses incurred by the

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terminating party in terminating the Lease.  Nothing contained in this Lease shall be deemed to relieve the defaulting party of any other liability arising from any default that has given rise to such right of termination.

F.Advancement of Funds.  In case either party to this Lease (defaulting party) defaults in the performance of any covenant, condition, or agreement by such party to be performed under this Lease, the other party (other party) may (but shall not be required to) perform the same and any money advanced or expenses incurred in so doing, plus interest at the rate of ten percent (10%) per annum, shall be and become due and owing from the defaulting party to the other party on demand.  If the defaulting party is the Lessee, the amount due shall constitute Additional Rent under this Lease.  If the defaulting party is the Lessor, the Lessee may deduct the amount of all such indebtedness from the rental next coming due.

23.NOTICES:

Any notice hereunder shall be sufficient if personally delivered, sent by recognized courier or sent by certified mail, addressed to Lessee at the Premises, and to Lessor where Rent is payable.  The effective date of such notice shall be upon delivery if personally served, one (1) day after delivery to a courier if served by courier and three (3) days after delivery of same to the United States Post Office if served by mail.

24.SUBORDINATION:

Provided Lessor obtains for the benefit of Lessee a subordination, non-disturbance and attornment agreement reasonably satisfactory to Lessee, Lessee hereby agrees to execute from time to time any and all instruments in writing which may be reasonably requested by Lessor to subordinate Lessee’s rights under this Lease to the lien of any mortgage or deed of trust.  Lessee agrees to attorn any ground Lessor, mortgagee or other lien holder which succeeds to Lessor’s interest under this Lease.

25.SUCCESSORS:

The provisions, covenants and conditions of this Lease shall bind and inure to the benefit of the legal representatives, heirs, successors and assigns of each of the parties hereto.  When used herein Lessor shall mean the party which is from time to time the Lessor under this Lease, and upon transfer of the interest hereunder of a Lessor, such transferor shall have no further liabilities hereunder.  Lessor shall have no personal liability for any agreements or obligations under this Lease, all such personal liability being waived by Lessee on behalf of Lessee and every party claiming by, through or under it.  All liability of Lessor, if any, shall be satisfied only out of and against Lessor’s interest in the Premises and Building.

26.QUIET POSSESSION:

Lessor represents and warrants that it has full right and power to execute and perform this Lease and to grant the estate demised under this Lease and that it has fee simple estate in the Premises.  Lessor agrees that so long as Lessee complies with all material terms, covenants and conditions herein contained on Lessee’s part to be kept and performed, Lessee shall and may peaceably and quietly have, hold and enjoy the Premises during the term hereof without such

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possession being disturbed or interfered with by Lessor or by any person claiming by, through or under Lessor.

27.BANKRUPTCY:

Neither this Lease nor any interest therein nor any estate hereby created shall pass to any trustee or receiver in bankruptcy or to any other receiver or assignee for the benefit of creditors by operation of law or otherwise during the Term of this Lease or any renewal thereof.

28.ENTIRE AGREEMENT:

This Lease contains the entire agreement between the parties, and no modification of this Lease shall be binding upon the parties unless evidenced by an agreement in writing signed by the Lessor and the Lessee after the date hereof.  If there be more than one Lessee named herein, the provisions of this Lease shall be applicable to and binding upon such Lessees, jointly and severally.

29.ESTOPPEL CERTIFICATE BY LESSEE:

Lessee agrees at any time and from time to time, upon not less than ten (10) days prior written request by Lessor, to execute, acknowledge and deliver to Lessor a statement in writing certifying (i) that this Lease is unmodified and in full force and effect (or if there have been modifications that the same is in full force and effect as modified, and stating the modifications), (ii) the date to which the rental and other charges have been paid in advance, if any, (iii) that Lessor is not in default under any term of this Lease (or if any default exists, Lessee will specify), and (iv) that Lessee is in possession of the Premises and containing such other information or agreements as may be reasonably requested, it being intended that any such statement delivered pursuant to this paragraph, may be relied upon by any prospective purchaser of the fee, or mortgagee or assignee of any mortgage upon the fee, of the Premises.

30.ESTOPPEL CERTIFICATE BY LESSOR:

Lessor agrees at any time and from time to time, upon not less than ten (10) days prior written request by Lessee, to execute, acknowledge and deliver to Lessee a statement in writing certifying (i) that this Lease is unmodified and in full force and effect (or if there have been modifications that the same is in full force and effect as modified, and stating the modifications), (ii) the date to which the rental and other charges have been paid in advance, if any, (iii) that Lessee is not in default under any term of this Lease (or if any default exists, Lessor will specify), and (iv) that Lessee is in possession of the Premises and containing such other information or agreements as may be reasonably requested, it being intended that any such statement delivered pursuant to this paragraph.

31.ENCUMBRANCES:

Subject to Lessor’s obligations in Sections 24 and 26 of this Lease, this Lease and all of Lessee’s rights hereunder are subject and subordinate to any mortgage hereafter placed upon Lessor’s interest in the Premises.  Lessee shall not perform any act which shall in any way encumber the title of Lessor in and to the Premises or the Building, nor shall the interest or estate of Lessor in the Premises or the Building be in any way subject to any claim by way of lien or encumbrance, whether by operation of law or by virtue of any express or implied contract by

16

Lessee.  Any claim to, or lien upon, the Premises or the Building arising from any act or omission of Lessee shall accrue only against the leasehold estate of Lessee and shall be subject and subordinate to the paramount title and rights of Lessor in and to the Premises or the Building.

32.JANITORIAL SERVICE AND GARBAGE REMOVAL:

Lessee at its own expense shall provide its own janitorial service and garbage removal.

33.SURRENDER OF POSSESSION:

Upon termination of this Lease, whether by forfeiture, lapse of time or otherwise, or upon termination of Lessee’s right to possession of the Premises, Lessee will surrender and deliver the Premises to Lessor broom clean in the same condition which the Lessee received possession, reasonable wear and tear and loss due to fire or other casualty excepted.

Upon termination, Lessee may remove Lessee’s fixtures, provided any damage caused by removal of Lessee from the Premises, including any damage caused by removal of Lessee’s fixtures shall be repaired and paid for by Lessee.  In the event Lessee does not remove Lessee’s fixtures and all Lessee’s personal property from the Premises within a reasonable time, then Lessee shall be presumed to have conveyed the same to Lessor under this Lease as a bill of sale without further payment or credit by Lessor to Lessee.

34.ENVIRONMENTAL MATTERS:

Lessee agrees that it will use, handle, treat, transport, store and dispose of any Hazardous Substances (as hereinafter defined) in accordance with the requirements of all applicable Environmental Laws.

Lessee does hereby agree to indemnify, defend and hold harmless Lessor and its agents and their respective officers, directors, beneficiaries, shareholders, partners, agents and employees from all fines, suits, procedures, claims and actions of every kind, and all costs associated therewith (including attorneys’ and consultants’ fees) arising out of or in any way connected with any use, handling, treatment, storage, transport, deposit, spill, discharge or other release of Hazardous Materials that occurs during the Term of this Lease, at or from the Premises, or which arises at any time from Lessee’s use or occupancy of the Premises, or from Lessee’s failure to provide all information, make all submissions, and take all steps required by all applicable governmental authorities.  Lessee’s obligations and liabilities under this Section 34 shall survive the expiration of this Lease.

Lessor warrants and represents that during Lessor’s ownership of the Premises, any use, storage, treatment, or transportation of Hazardous Substances which has occurred in or on the Premises prior to the Commencement Date (the “Indemnity Period”) has been in compliance with all applicable Environmental Laws.  Lessor additionally warrants and represents that no release, leak, discharge, spill, disposal, or emission of Hazardous Substances has occurred in, on, or under the Premises during the Indemnity Period and that the no Hazardous Substances were introduced to the Premises during the Indemnity Period.

Lessor does hereby agree to indemnify, defend and hold harmless Lessee and its agents and their respective officers, directors, beneficiaries, shareholders, partners, agents and employees from

17

all fines, suits, procedures, claims and actions of every kind, and all costs associated therewith (including attorneys’ and consultants’ fees) arising out of or in any way connected with any use, handling, treatment, storage, transport, deposit, spill, discharge or other release of Hazardous Substances that occurred during the Indemnity Period, at or from the Premises, or from Lessor’s failure to provide all information, make all submissions, and take all steps required by all applicable Governmental Authorities during the Indemnity Period.  Lessor’s obligations and liabilities under this Section 35 shall survive the expiration of this Lease.

If at any time during the term of this Lease, either party shall become aware of the presence of any Hazardous Substances on the Premises, or any fact, circumstance, claim, potential claim or other situation which could lead to liability under any Environmental Law, provided such fact, circumstance, claim, potential claim or other situation is not the result of an act or failure to act by Lessee, Lessee shall have the right to terminate this Lease with no further liability or obligation hereunder.

“Hazardous Substances” means any substance that: (i) is or contains asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum or petroleum-derived substances or wasters, radon gas or related materials; (ii) requires investigation, removal or remediation under any Environmental Law, or is defined, listed, identified or regulated as a “Solid Waste”, “Hazardous Waste” or “Hazardous Substance” thereunder, or (iii) is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic, or otherwise hazardous and is regulated by any Governmental Authority or Environmental Law.

“Environmental Laws” means any and all Laws relating to the environment or worker health or safety, including ambient air, surface water, land surface or subsurface strata, or to emissions, discharges, Releases or threatened Releases of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wasters (including Solid Wastes, Hazardous Wasters or Hazardous Substances) or noxious noise or odor into environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, recycling, removal, transport or handling of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes (including, without limitations, petroleum, petroleum distillates, asbestos or asbestos-containing material, polychlorinated biphenyls, chlorofluorocarbons (including chlorofluorocarbons-12) or hydrochlorofluorocarbons).

“Release” means any releasing, disposing, discharging, injecting, spilling, leaking, leaching, pumping, dumping, pouring, emitting, escaping, emptying, seeping, dispersal, migration, transporting, placing and the like, including without limitation, the moving of any materials through, into or upon, any land, soil, surface water, ground water or air, or otherwise entering into the environment.

“Governmental Authority” means (a) any law, statute, code, ordinance, order, rule, regulation, judgment decree, injunction, writ, edict, award, authorization or other requirement of any Governmental Authority in effect, and as then may be interpreted by applicable Governmental Authorities, at that time, or (b) any obligation included in any certificate, certification, franchise, permit or license issued by any Governmental Authority or resulting from binding arbitration, including any requirement under common law, at that time.

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35.BROKERS:

Each party represents to the other that it has not dealt with any real estate broker, agent or finder in connection with this Lease transaction.

36.PURCHASE OPTION:

In the event Lessor offers the Premises for sale, during the Initial Term or any Renewal Term of this Lease, it shall provide written notice of such offer to Lessee.  Lessee shall have the exclusive right for a period of sixty (60) days from the date of such offer to negotiate with the Lessor a purchase of the Premises at the offered price or such other price as the parties may mutually agree.  In the event that the Lessee does not enter into a binding contract to purchase the Premises during such sixty (60) day period, then, subject to Lessee’s right of first refusal in Section 37 hereof, the Lessor shall have the right to sell the Premises to a third party upon terms and conditions acceptable to the Lessor.

37.RIGHT OF FIRST REFUSAL:

Lessee shall have the right of first refusal of the Premises as hereinafter in this Article set forth.  If at any time during the Term, Lessor shall receive a bona fide offer, other than at public auction, from a third person, who does not have the power of eminent domain, for the purchase of the Premises, which offer Lessor shall desire to accept, Lessor shall promptly deliver to Lessee a copy of such offer, and Lessee may, within thirty (30) days thereafter, elect to purchase the Premises on the same terms and price as those set forth in such offer.  If Lessee shall not accept such offer within the time herein specified therefor, said right of refusal shall cease to exist, but this Lease shall continue otherwise on all the other terms, covenants, and conditions in this Lease set forth.  This right of refusal shall be inapplicable to a transfer, by way of sale, gift, or devise, including a trust, to or for a party related to Lessor, or to any transfer from one such related party to another, but shall apply to any transfer to any other unrelated third person or entity.  For the purpose of this Article, if the then owner of the Premises or the beneficial interest in a land trust holding title to the Premises shall be an individual, a related party shall include: (i) a wife, lineal descendant or spouse of such descendant, ancestor or sibling (whether by the whole or half blood); (ii) a partnership or limited liability company of which such owner is a member; (iii) a joint ownership in common, which includes the then owner of the Premises; or (iv) a corporation, the majority of whose securities is owned by the owner of the Premises or any one or more of the foregoing parties.  If the then owner of the Premises shall be a corporation, a related party shall include an affiliate, subsidiary or parent corporation, a successor by merger or consolidation, or the holder or holders of the majority of the securities of such corporation.  If the Premises shall be conveyed to the Lessee under this right of first refusal, any prepaid rent shall be apportioned and applied on account of the purchase price.

38.MEMORANDUM OF LEASE:

On the Commencement Date, the parties hereto agree to execute and deliver to each other a Memorandum of Lease, Purchase Option and Right of First Refusal, in recordable form, setting forth the following: (i) the date of this Lease; (ii) the Commencement Date of this Lease; (iii) the parties to this Lease; (iv) the Initial Term and Renewal Term options; (v) the legal description of the Premises; (vi) Lessee’s purchase option and right of first refusal rights; and (vii) any such other matters reasonably requested by Lessor and Lessee to be stated therein.

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39.APPLICABLE LAW:

This Lease shall be governed by the laws of the State of Tennessee.  All covenants, conditions and agreements of Lessee arising hereunder shall be performable in the county wherein the Premises are located.  Any suit arising from or relating to this Lease shall be brought in the county wherein the Premises are located, provided, however, that to the extent any suit arises pursuant to the terms and provisions of the Asset Purchase Agreement and the Tennessee Plant Escrow Agreement, the terms and provisions of the Asset Purchase Agreement governing the jurisdiction wherein any such suit arises shall govern and control.

40.GUARANTY OF LEASE:

Transportation Technologies, Inc., the parent company of Lessee (“Guarantor”) hereby unconditionally and irrevocably, guarantees to Lessor;

(i)the payment in full of all amounts due under the Lease including, without limitation, Base Rent, additional rent, if any, and amounts due thereunder up to the Surrender Date (as hereinafter defined), The “Surrender Date” shall mean the date that Lessee shall have:

(a)vacated and surrendered the Premises to Lessor free and clear of (x) all unpermitted liens and encumbrances and (y) all subleases, licenses, tenancies or claims of right therein and in broom clean condition, and Lessee has so notified Lessor in writing; and

(b)delivered keys to the Premises to Lessor together with any alarm, access codes, etc.  to the Premises.

(ii)the payment of all reasonable costs and expenses incurred by Lessor in connection with the enforcement of any of the provisions of this Guarantee or the Lease to the Surrender Date, or the attempted collection of any amounts due hereunder or thereunder.  If Lessee shall fail duly and punctually to pay any such amount, Guarantor shall forthwith pay or perform or observe the same on demand.

(Signature page follows)

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IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease as of the day and year first above written.

LESSOR:		LESSEE:
INDUSTRIAL REALTY PARTNERS, LLC, a Tennessee limited liability company		IMPERIAL GROUP, L.P., a Delaware limited partnership
		By:	Imperial Group Holding Corp.-l, a Delaware corporation and its general partner
By:	/s/ Joe A. Hicks
Title:	Chief Manager	By:	/s/ Kenneth M. Tallering
			Kenneth M. Tallering
		Its:	Vice President

JOINDER

Guarantor:
Transportation Technologies, Inc.
By:	/s/ Andrew M. Weller
	Andrew Weller
Title:	President

Guarantor joins in the execution of the above-referenced Lease solely for the purposes set forth in Section 40 thereof.

FIRST AMENDMENT

TO

AMENDED AND RESTATED

BUILD TO SUIT

INDUSTRIAL LEASE AGREEMENT

THIS FIRST AMENDMENT to the AMENDED AND RESTATED BUILD TO SUIT INDUSTRIAL LEASE AGREEMENT (the “Lease”) dated as of March l7th, 2000 is made as of the 22^nd day of June, 2000, between INDUSTRIAL REALTY PARTNERS, LLC, a Tennessee limited liability company (the “Lessor”), as Lessor, and IMPERIAL GROUP, L.P., a Delaware limited partnership (the “Lessee”), as lessee.

WHEREAS, Lessor, in consideration of the additional Base Rent to be paid by Lessee as set forth herein, has agreed to pay for Change Orders and other improvements related to Lessor’s Improvements which exceed $5,000,000 but not in excess of a total cost to the Lessor of $6,000,000 for the aggregate cost of the Land and construction of the Lessor’s Improvements (exclusive of the Relocation Costs to be paid by Lessor as set forth in Paragraph 6(E) of the Lease); and

WHEREAS, LESSEE, in consideration of the additional costs paid by Lessor for such Change Orders and improvements, has agreed to increase the Base Rent as set forth herein;

NOW, THEREFORE, for and in consideration of Ten and no/00 Dollars, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereto agree as follows:

The recitations set forth above are incorporated herein as if set forth herein verbatim.

1.Paragraph 5(A) of the Lease entitled “Base Rent” is amended by adding a new subparagraph (v) as follows:

(v) In the event the Lessor pays an amount in excess of $5,000,000 for the aggregate costs of the Land and the cost of Lessor’s Improvements (the “Applicable Costs”), then the applicable Rental Rate set forth in each of the preceding subparagraphs of this Paragraph 5(A) shall be increased by multiplying each such applicable Rental Rate by a fraction, the numerator of which shall be the amount paid by the Lesser in excess of $5,000,000 and the denominator of which shall be $5,000,000.  For example, in the event Lessor pays $6,000,000, then the applicable Rental Rates will be increased as follows:

(a)For the first year or the Initial Term, $2.25 multiplied by $1,000,000/$5,000,000 or 20%.  The applicable Rental Rate would be increased by $.45 or a total of $2.70.

Lessor and Lessee acknowledge and agree that Lessor has paid Applicable Costs up to and including Draw 11 from Dooley & Mack, of $4,771,231.87.  Upon presentation to Lessee of proof of payment of additional Applicable Costs in excess of $5,000,000, then the applicable Rental Rate shall be increased in accordance with this subparagraph and such increase shall be effective for the 1^st day of the month following the month in which such costs are paid and proof of payment submitted to the Lessee.

2.The Lease, as amended by this Amendment, shall remain in full force and effect as Originally executed and delivered by the parties herein, except as expressly modified and amended herein.  The parties hereto hereby confirm and reaffirm all of their obligations under the Lease, as modified and amended by this Amendment.

3.In the event any provision of this Amendment shall be held invalid or unenforceable by any court or competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.

4.This Amendment may be executed in any number of counterparts with the same effect as if all of the parties hereto had signed the same document.  All counterparts shall be construed together and shall constitute one instrument.

[Signature Page Follows]

2

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the day and year first above written.

LESSOR:		LESSEE:
INDUSTRIAL REALTY PARTNERS, LLC, a Tennessee limited liability company		IMPERIAL GROUP, L.P., a Delaware limited partnership
		By:	Imperial Group Holding Corp.-l, a Delaware corporation and its general partner
By:	/s/ Joe A. Hicks
Title:	Chief Manager	By:	/s/ Andrew M. Weller
		Its:	President

Guarantor:
Transportation Technologies Industries, Inc.
By:	/s/ Andrew M. Weller
Title:	Executive Vice President and CFO

Guarantor joins in the execution of this Amendment of the above-referenced Lease solely for the purposes set forth in Section 40 of the Lease.

SECOND AMENDMENT

TO

AMENDED AND RESTATED

BUILD TO SUIT

INDUSTRIAL LEASE AGREEMENT

THIS SECOND AMENDMENT to the AMENDED AND RESTATED BUILD TO SUIT INDUSTRIAL LEASE AGREEMENT (the “Lease”) dated as of March 17^th, 2000 is made as of the 1^st day of August, 2000, between INDUSTRIAL REALTY PARTNERS, LLC, a Tennessee limited liability company (the “Lessor”), as Lessor, and IMPERIAL GROUP, L.P., a Delaware limited partnership (the “Lessee”), as lessee.

WHEREAS, Lessor and Lessee have agreed upon: (1) the Rentable Square Feet of Lessor’s Improvements; (2) the amount of Applicable Costs paid by Lessor contemplated by the First Amendment to the Lease; and (3) the Base Rent;

NOW, THEREFORE, for and in consideration of Ten and no/l00 Dollars, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereto agree as follows:

The recitations set forth above are incorporated herein as if set forth herein verbatim.

1.Paragraph 5(A) of the Lease entitled “Base Rent” is amended by deleting Paragraph 5(A) and inserting a new Paragraph 5(A) in its place and stead as follows:

5.Rent

A.Base Rent.  In consideration of leasing the Premises and construction of the Lessor’s Improvements, Lessee covenants to pay as and for base rent (the “Base Rent”), subject to adjustment as set forth below, an amount equal to the following:

(i)For the period prior to June 1, 2000, zero Base Rent;

(ii)For the month of June, 2000, the sum of $6,251.46;

(iii)For the month of July, 2000, the sum of $16,670.55;

(iv)For the month of August, 2000, the sum of $33,341.10;

(v)Beginning September 1, 2000 and for each subsequent month of the first year of the Initial Term, monthly Base Rent of $50,011.65;

(vi)For the second year of the Initial Term, Base Rent equal to the sum of $666,822.00 in equal monthly installments of $55,568.50;

(vii)For each subsequent year of the Initial Term, subject to the adjustments set forth in Paragraph B of this Paragraph 5, Base Rent equal to the sum of $800,186.40 in equal monthly installments of $66,682.20;

All Base Rent shall be payable in equal monthly installments in advance on the first day of each calendar month during the Term hereof; except that Base Rent for any partial calendar month shall be prorated based on the number of days in such month.

2.The parties further acknowledge and agree that the Commencement Date shall mean May 12, 2000.

3.The Lease, as amended by this Amendment, shall remain in full force and effect as originally executed and delivered by the parties hereto, except as expressly modified and amended herein.  The parties hereto hereby confirm and reaffirm all of their obligations under the Lease, as modified and amended by this Amendment.

4.In the event any provision of this Amendment shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.

5.This Amendment may be executed in any number of counterparts with the same effect as if all of the parties hereto had signed the same document.  All counterparts shall be construed together and shall constitute one instrument.

[Signature Page Follows]

2

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the day and year first above written.

LESSOR:		LESSEE:
INDUSTRIAL REALTY PARTNERS, LLC, a Tennessee limited liability company		IMPERIAL GROUP, L.P., a Delaware limited partnership
		By:	Imperial Group Holding Corp.-l, a Delaware corporation and its general partner
By:	/s/ Joe A. Hicks
Title:	Chief Manager	By:	/s/ Kenneth M. Tallering
		Its:	VP

Guarantor:
Transportation Technologies Industries, Inc.
By:	/s/ Andrew M. Weller
Title:	President & COO

Guarantor joins in the execution of this Amendment of the above-referenced Lease solely for the purposes set forth in Section 40 of the Lease.

IFCTN Rent

Use & Occupancy Certificate	5/12/00
First Month	0	%
Second Month	25	%
Third Month	50	%
Fourth Month	100	%

Rent Payable on 1st — prorated for days of occupancy

Sq Footage	222274
Rate/Sqft	$	2.25	**
Annual Rent	$	500,116.50
Monthly Rent	$	41,676.38

		# of Days	Rent
May
First Month		18	$	0.00
June	(due 6/1/00)
First Month		12	$	0.00
Second Month (25%)		18	$	6,25l.46
Total		30	$	6,251.46
July	(due 7/1/00)
Second Month (25%)		12	$	4,167.64
Third Month (50%)		18	$	12,502.91
Total		30	$	16,670.55
August	(due 8/1100)
Third Month (50%)		l2	$	8,335.28
Fourth Month (100%)		18	$	25,005.83
Total		30	$	33,341.10

Revised Rent Based on Increased Costs
Base Costs	$		5,000,000.00
Increased Costs	$	1,000,000.00
Percentage Increase	20			%

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	Base Rent		Increase		Revised Base Rent
Year 1	$	2.25	20	%	$	2.70
Year 2	$	2.50	20	%	$	3.00
Year 3	$	3.00	20	%	$	3.60

Year 1 Base Rent-starting September 1, 2000
Sq. Footage	222274
Rate/Sqft	$		2.70
Annual Rent	$	600,139.80
Monthly Rent	$	50,011.65
Year 2 Base Rent
Sq Footage	222274
Rate/Sqft	$	3.00
Annual Rent	$	666,822.00
Monthly Rent	$	55,568.50
Year 3 Base Rent
Sq Footage	222274
Rate/Sqft	$	3.60
Annual Rent	$	800,186,40
Monthly Rent	$	66,682.20

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THIRD AMENDMENT TO
AMENDED AND RESTATED
BUILD TO SUIT
INDUSTRIAL LEASE AGREEMENT

THIS THIRD AMENDMENT (the “Third Amendment”) is made and entered into as of the 31^st day of August, 2000, by and between INDUSTRIAL REALTY PARTNERS, LLC, a Tennessee limited liability company (the “Lessor”) and IMPERIAL GROUP, L.P., a Delaware limited partnership (“Lessee”);

WHEREAS, Lessor and Lessee entered into that certain Amended and Restated Build to Suit Industrial Lease Agreement dated March 17, 2000 (the “Lease”); and

WHEREAS, Lessor and Lessee entered into that certain First Amendment to Amended and Restated Build to Suit Industrial Lease Agreement limited dated June 22, 2000 (the “First Amendment”); and

WHEREAS, Lessor and Lessee entered into that certain Second Amendment to Amended and Restated Build to Suit Industrial Lease Agreement dated August 1, 2000 (the “Second Amendment”); and

WHEREAS, Lessor and Lessee, in order to obtain financing from Aid Association for Lutherans (“AAL”), and for the benefit of AAL, have agreed to make certain modifications, and changes to the Lease, as amended by the First Amendment and Second Amendment.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in accordance with Paragraph 28 of the Lease, the parties hereby agree as follows:

1.Ratification.  All of the terms, covenants, conditions and provisions of the Lease, as amended by the First Amendment and the Second Amendment, shall remain in full force and effect and except as expressly modified and set forth herein, are hereby ratified and affirmed.  All capitalized terms not defined herein shall have the same meaning as set forth in the Lease, the First Amendment or the Second Amendment, as applicable.

2.Amendment of Paragraph 5B of Lease.  The Lease is hereby amended by deleting Paragraph 5B entitled “Adjustments to Base Rent” in its entirety, and inserting in its place and stead a new paragraph 5B as follows:

“B.   Adjustments to Base Rent.  On the first day of the sixth year of the Initial Term and on the 1st day of each subsequent year of the Initial Term, the Base Rent shall be adjusted by the lesser of (y) the cumulative increase or decrease from the Commencement Date to the Sixth (6th) Anniversary and each subsequent anniversary date, as applicable, of the Commencement Date, as relevant, in the Consumer Price Index for the City of New York, Urban Wage Earners and Clerical Workers, all items (1982-84 = 100) as published by the Bureau of Labor Statistics, United States Department of Labor, or any reasonably similar index to the extent the foregoing index at any time ceases to be published

or readily available (the “CPI Change”); or (z) one hundred five percent (105%) of the prior year’s Base Rent.  Notwithstanding the foregoing, the Base Rent as adjusted by this Paragraph shall in no event be less than the Base Rent for the prior year.”

3.Amendments to paragraphs 36 and 37.  The Lease is hereby amended by adding at the end of each of paragraph 36 and 37 the following:

“In the event Lessee purchases the Premises pursuant to this paragraph, Lessee shall be entitled at the closing of the purchase thereof to a credit against the purchase price in an amount equal to five (5%) percent of the gross purchase price (provided, however, that the terms and provisions of this paragraph are subject to the terms and provisions of that certain Specific Assignment, Subordination, Non-Disturbance and Attainment by and among Lessor, Lessee and Aid Association for Lutherans.”

4.Amendment of Paragraph 40 of Lease.  The Lease is hereby amended by deleting Paragraph 40 in its entirety, and inserting in its place and stead the following:

“40.  Guaranty of Lease.

Transportation Technologies Industries, Inc., the parent company of Lessee, has guaranteed the Lease in accordance with the provisions of the Guaranty of Lease which is attached as Exhibit “B”.”

5.Amendment of Paragraph 1 of the Second Amendment.  The Second Amendment is hereby amended by inserting, after the words “Paragraph B of this Paragraph 5”, located in the second line of subparagraph (vii) of Paragraph 5.A., entitled “Base Rent,” the following:

“as amended by the Third Amendment”.

6.Governing Law.  This Third Amendment shall be governed by and construed in accordance `with the laws of the State of Tennessee.

7.Counterparts.  This Third Amendment may be executed in any number of counterparts, which counterparts, when considered together, shall constitute a single, binding, valid and enforceable agreement.

8.No Default.  Lessor and Lessee hereby represent and warrant that, as of the date hereof, neither Lessor nor Lessee is in default under the terms and conditions of the Lease, the First Amendment or the Second Amendment, and no event has occurred which with the giving of notice or passage of time would constitute such a default.  Furthermore, as of the date hereof, neither Lessor nor Lessee have any claims, demands, causes of action, defenses, setoffs or counterclaims against the other arising out of the Lease, the First Amendment or the Second Amendment, nor in any way relating thereto, or arising out of any other transaction between Lessor and Lessee.

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9.Severability.   In the event any provision of this Third Amendment shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.

3

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the day and year first above written.

LESSEE:		LESSOR:
IMPERIAL GROUP, L.P., a Delaware limited partnership		INDUSTRIAL REALTY PARTNERS, LLC, a Tennessee limited liability company
By:	Imperial Group Holding Corp.-l, a Delaware corporation and its general partner
		By:	/s/ Joe A. Hicks
		Title:	Chief Manager
By:	/s/ Kenneth Tallering
Name:	Kenneth Tallering
Title	V.P. of Imperial Group Holding Corp.-1, a
	Delaware Corp. and its General Partner.

GUARANTOR:
TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC., a Delaware corporation
By:	/s/ Kenneth Tallering
Name:	Kenneth Tallering
Title:	Vice President
Guarantor joins in the execution of this Third Amendment to the Lease solely for the purposes set forth in Paragraph 40 of the Lease, as amended by this Third Amendment.

GUARANTY OF LEASE

THIS Guaranty of Leases (this “Guaranty”) is made as of the 31^st day of August, 2000, by Transportation Technologies Industries, Inc. (“Guarantor”), in favor of Industrial Realty Partners, LLC, a Tennessee limited liability company (“Landlord”).

RECITALS

A.Landlord and Imperial Group, L.P., a Delaware limited partnership (“Tenant”) entered into a certain Amended and Restated Build to Suit Industrial Lease Agreement dated March 17, 2000 amended by First Amendment to Amended and Restated Build to Suit Industrial Lease Agreement dated June 22, 2000 and Second Amendment to Amended and Restated Build to Suit Industrial Lease Agreement dated August 1, 2000 and Third Amendment to Amended and Restated Build to Suit Industrial Lease Agreement dated August 31, 2000 (the “Lease”) with respect to premises situated and known as 160 Kirby Road, Portland, Tennessee 37148 (the “Leased Space”).

AGREEMENT

NOW, THEREFORE, Guarantor, intending to be legally bound and in consideration of the execution and delivery of the Lease by Landlord and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, hereby irrevocably, unconditionally and absolutely becomes guarantor of the prompt and faithful performance by Tenant of all of the terms, covenants, conditions, agreements and provisions to be kept, observed and performed by Tenant under the Lease, including without limitation, the payment by Tenant of the minimum and additional rent and any and all other sum or sums to become due thereunder (collectively, the “Rent”), and hereby further agrees as follows:

1.Guarantor agrees that (a) this obligation shall be binding upon Guarantor without any further notice or acceptance hereof; (b) immediately upon receipt of notice by Guarantor of the occurrence of a Default (as such term is defined in the Lease), Guarantor will pay to Landlord the Rent and will keep, observe and perform all the terms, covenants, conditions, agreements and provisions of the Lease which are to be kept, observed and performed by Tenant under the Lease; (c) no extension, forbearance or leniency extended by Landlord to Tenant shall discharge Guarantor and Guarantor agrees that it will remain liable hereunder at all times; (d) Landlord and Tenant may at any time or times enter into such modifications, extensions, amendments or other covenants respecting the Lease, and Guarantor shall not be released thereby and Guarantor shall then continue as guarantor with respect to the Lease as so modified, extended, amended or otherwise affected, provided Guarantor has consented to any and all such modifications, extensions or amendments; (e) neither Guarantor’s obligation to make payment in accordance with the provisions of this Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed, released or limited in any manner whatsoever by any impairment, modification, change, release of limitation of the liability of Tenant or its estate in bankruptcy arising from the operation of any present or future provision of the Federal Bankruptcy Code or any other law of the United States or of any state relating to bankruptcy, insolvency, reorganization, readjustment, receivership or similar proceeding of any nature whatsoever, or the

disaffirmance of the Lease in any such proceedings or otherwise; and (f) Guarantor shall continue as guarantor with respect to the Lease upon any assignment and/or subletting by Tenant of any or all of Tenant’s interests in, to and under the Lease or the Leased Space, whether or not Guarantor has received notice of or consent to any and all such assignments and/or sublettings.

2.Guarantor further agrees to be bound by each and every term, covenant, condition, agreement and provision of the Lease, with the same force and effect as if it were designated in and had executed the Lease as tenant thereunder.  Guarantor hereby acknowledges receipt and acceptance of a copy of the Lease.

3.This as an agreement of both guaranty and suretyship and the liability of Guarantor shall be direct and may be enforced without Landlord’s being required to resort to any other right, remedy or security, or to proceed against any other party.  Landlord may proceed against Tenant, Guarantor or other parties in such order as Landlord may elect without waiving its right to proceed singly, successively or cumulatively against Guarantor or any other party.

4.Guarantor may, at Landlord’s option, be joined in any action or proceeding commenced by Landlord against Tenant, in connection with and based upon any terms, covenants, conditions, agreements or provisions of the Lease.  Guarantor waives any action by Landlord of any nature whatsoever against Tenant, including without limitation, any right which Guarantor might otherwise have, under any statute or rule of law, to require Landlord to take any action against Tenant prior to proceeding against Guarantor hereunder.

5.Guarantor hereby acknowledges that the rights, benefits and privileges hereunder shall inure to the benefit of each and every assignee of Landlord and of Landlord’s interest in, to and under the Lease, and that Guarantor shall continue to be bound hereunder upon such assignment without further documentation provided, however, Guarantor shall receive notice of such assignment.

6.All notices hereunder shall be given in accordance with the Notice provision of the Lease.

7.This Guaranty shall be binding upon Guarantor, and its successors and assigns and shall inure to the benefit of Landlord and its successors and assigns.

8.This Guaranty shall be construed, interpreted and governed under the laws of the state where the Leased Space is located.

9.If Landlord brings any action to enforce its rights under the Lease or this Guaranty and is the prevailing party in such action, Guarantor shall pay to Landlord, all attorney’s fees, expenses and court costs actually incurred.  If Tenant or Guarantor is the prevailing party in such action, Landlord shall pay to Guarantor all attorney’s fees, expenses and court costs actually incurred.

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IN WITNESS WHEREOF, Guarantor has caused the Guaranty Agreement to be duly executed, under seal, as of the day and year first above written.

GUARANTOR:
Transportation Technologies Industries, Inc.
By:	/s/ Kenneth Tallering
	Name: Kenneth Tallering
	Title:

EX-10.35

Exhibit 10.35

LEASE AGREEMENT

THIS AGREEMENT OF LEASE, made and entered into this 19^th day of August, 2003, by and between CE CAPITAL GROUP, LLC (herein the “Landlord”), and GUNITE CORPORATION (herein the “Tenant”),

WITNESSETH:

1.Leased Premises and Term of Lease.

LANDLORD hereby demises and leases unto TENANT the building and real estate located at                            Elkhart County, Indiana, and more particularly described in Exhibit A attached hereto and incorporated herein.  The said real estate and improvements are referred to collectively herein as the “Premises”.  The term of this lease shall be for a period of ten (10) years and shall commence upon the earlier of (i) March 1,2004, or (ii) the date Premises are delivered to TENANT in substantially complete condition. The date of commencement determined as provided above is herein called the “Commencement Date.”  The Commencement Date shall in no event be postponed by reason of any delay caused by Tenant (for example Tenant’s failure to timely approve or furnish plans or specifications, make material or color selections or decisions necessary for substantial completion of such work, or complete Tenant’s work).  As used in this Lease, “Term” shall include the original Term and any extension thereof effected in accordance with an extension option, if any, expressly set forth herein.

Construction and Possession.  Subject to events and delays due to causes beyond its reasonable control, Landlord agrees to perform and complete the work on the construction specifications as set out in Exhibit     .

Tenant’s Acceptance of the Premises.  Upon delivery of possession of the Premises to Tenant as provided herein, Tenant shall execute and deliver to Landlord an agreement in the form attached as Exhibit B (“Acceptance Agreement”) to acknowledge and confirm the Commencement Date and that Tenant has accepted the Premises for occupancy subject only to those defects specified by Tenant in the Acceptance Agreement.  Landlord shall promptly thereafter correct such defects, subject to delays beyond Landlord’s reasonable control.  If Tenant takes possession of and occupies the Premises but fails to timely execute and deliver the Acceptance Agreement, Tenant shall be deemed to have accepted the Premises for occupancy and the condition thereof (including, but not limited to, the tenant finish improvements constructed thereof) as satisfactory in all respects.

Surrender of the Premises.  Upon the expiration or earlier termination of this Lease or upon the exercise by Landlord of its right to re-enter the Premises without terminating this Lease, Tenant shall immediately surrender the Premises to Landlord, together with all alterations, improvements and other property as provided herein, in a clean condition and otherwise in good order, condition and repair except for ordinary wear and tear, failing which Landlord may place the Premises in such condition at Tenant’s expense.

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2.Rent.

Monthly Rent. Tenant shall pay, in advance on the first day of each calendar month during the Term, Monthly Rent as specified in Exhibit C (Absolute Net Rental Rate Formula) of the Basic Lease Provisions as the basic rent per month for the Premises.  The initial installment of Monthly Rent shall be due and payable upon the Lease Commencement Date.  In the case of a partial calendar month at or prior to the beginning of the Term, the Monthly Rent for the partial month shall be prorated on a daily basis and shall be paid with the first month’s rent.  Tenant also agrees to pay Landlord any excise, sales or privilege tax, if any, imposed by any governmental authority on account of this Lease or the rent paid hereunder, which tax is in substitution for, or in lieu of, real estate taxes.

All payments owning by TENANT pursuant to this lease shall be made to LANDLORD at 3930 Edison Lakes Parkway, Suite 200, Mishawaka, IN 46545, or at such other place or places as LANDLORD may hereafter designate, and shall be made without setoff or deductions and with reasonable attorneys’ fees and costs of collection.  In the event TENANT fails to pay any rent, expenses, charges or other payments to be paid by it pursuant to this lease within ten (10) days after the due date thereof, then any unpaid amounts shall be subject to a late payment administration charge of One Hundred Dollars ($100) per day from the due date of date of payment.  Notwithstanding this late payment charge, nonpayment of any amounts due under this lease shall constitute a default by TENANT.

It is the intention of LANDLORD and TENANT that this shall be a true net lease; that the rent herein specified shall be net to LANDLORD at all times dining the term of this lease; and that all costs, expenses, and obligations of every kind relating to the Premises shall be the obligation of TENANT.

3.Security Deposit.

TENANT shall pay to the LANDLORD concurrently herewith the sum of Thirty Thousand ($30,000.00) representing a security deposit.  The security deposit shall be held by Meridian Title Corporation, Mishawaka, Indiana, in an interest bearing account for the account of the TENANT as security for the full and complete performance by TENANT of all of the terms, covenants, and conditions of this Lease.

In the event TENANT commits a default hereunder, LANDLORD, at its option, may apply the security deposit, or any part thereof, plus any sum held as the last month’s rent to compensate LANDLORD for any loss, cost, damage, or expense sustained by reason of such default.  Upon LANDLORD’S request, the TENANT shall forthwith remit to LANDLORD cash sufficient to restore such sums to the original sums deposited and TENANT’S failure to do so within ten (10) days after receipt of a demand therefore shall be a default under this Lease.  If at the end of the term of this Lease or any extension or renewal of this Lease, TENANT is not in default hereunder, the balance of the security deposit shall be returned to TENANT.

LANDLORD may deliver the funds deposited hereunder to any purchaser of, or successor to, LANDLORD’S interest in this Lease or the Premises, and thereupon LANDLORD shall be discharged from all liability with respect to such deposit.

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4.Covenants of Landlord.

LANDLORD agrees to the following:

(a)That so long as TENANT is not in default in the performance of any of the conditions or provisions hereof, TENANT may peaceably hold and enjoy possession of the Premises during the term of this lease without any interruption from LANDLORD or any person, firm, or corporation lawfully claiming through LANDLORD.

(b)That LANDLORD will make all repairs necessary for the proper maintenance of the roof of the building and exterior walls included in the Premises, except for damage thereto caused by the negligence or willful acts of TENANT; provided, however, that TENANT shall give LANDLORD written notice of any roof defect or exterior wall defect requiring repair and LANDLORD shall have a reasonable time after receipt of such notice to cause such repairs to be made.

(c)The LANDLORD named in this Agreement may transfer and assign, in whole or in part, all its rights and obligations under this Agreement and in the Real Estate.  After such transfer or assignment the LANDLORD named in this Agreement will have no further liability to the TENANT under this Agreement for the obligations assumed by the assignee or transferee.

5.Covenants of Tenant.

TENANT agrees as follows:

(a)That it will pay the rent for the Premises as herein stated and all other payments and charges owing to LANDLORD pursuant to this Lease at the time and in the manner herein stated, without relief from valuation and appraisement laws and with reasonable attorneys’ fees and all other expenses and costs occasioned by the nonpayment thereof and occasioned by the default by TENANT in the performance of any of the terms of this agreement to be performed by the TENANT.

(b)That is shall pay as and when the same become due and payable the entire cost of all electricity, gas, water, sewerage, telephone, cellular, computer access, and other utilities and services used in or about the Premises, and it will not permit the charges therefore to become delinquent.

(c)That it will pay all Real Estate Taxes assessed against the Premises accruing and/or payable during the Term of this lease.  The Term “Real Estate Taxes” as used herein means all real property taxes and assessments that are levied or assessed against the Premises by any lawful governmental authority for each calendar year or portion thereof commencing on the Commencement Date.  TENANT shall pay, prior to the due date and accrual of any interest or penalties thereon, all Real Estate Taxes levied against the Premises and any buildings and improvements thereto to the full extent of any installment accruing during the Term, even though said Real Estate Taxes may be payable after the expiration of the Term, except as otherwise set forth in this Section. Real Estate Taxes due for the calendar year 2004 (which represents Real Estate Taxes accrued during 2003) shall be prorated between LANDLORD and TENANT based upon the Commencement Date; and Real Estate Taxes due for the last year of the Term shall be prorated between LANDLORD and TENANT based on the last day of the Term.  Prior to the expiration of the Term, as may be extended, and in addition to

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paying its Real Estate Taxes for the previous year, TENANT shall pay-to LANDLORD its pro-rata share of “estimated” Real Estate Taxes accruing during the last year of the Term (based on the previous years Real Estate Taxes), subject to adjustment based on receipt of the actual tax bill. Commencing on the Commencement Date, except for the Real Estate Taxes for 2004 (which represent the Real Estate Taxes accruing for 2003) which shall be paid as set forth below, TENANT shall be responsible for payment of Real Estate Taxes before the due date. LANDLORD shall deliver to TENANT all tax bills it receives for the Premises promptly following receipt of the same.  TENANT shall provide LANDLORD with a receipt showing taxes have been paid. Failure to pay taxes by TENANT shall be an event of default under this lease and, in the event LANDLORD pays the unpaid taxes, TENANT shall be assessed interest on the unpaid balance at the greater of 10% or Prime Rate plus 600 basis points.  The term “Prime Rate” as used herein shall mean the prime rate as published in the Wall Street Journal, and which is described as the base rate on corporate loans at large U.S. money center commercial banks, as such rate may vary from time to time.  For the year 2004, TENANT shall pay its pro-rata share of 2004 Real Estate Taxes within thirty (30) days of receipt of LANDLORD’s written notification that such Real Estate Taxes are due which notification shall include a copy of the bill for the Real Estate Taxes and LANDLORD’s determination of TENANT’s pro-rata share. Upon LANDLORD’s receipt of TENANT’s pro-rata share of 2004 Real Estate Taxes, LANDLORD shall pay the 2004 Real Estate Taxes directly to the appropriate tax-collecting agency, and thereafter provide TENANT a receipt that such Real Estate Taxes were paid.

(d)That it shall procure, maintain, and deliver to LANDLORD in companies to be approved by LANDLORD policies of fire, tornado, hazard, and extended risk insurance in an amount of not less than the full replacement value of the buildings and improvements now or hereafter situated upon the real estate which insurance shall insure the buildings and improvements now or hereafter erected upon the real estate against damage by fire, tornado, and other hazards generally covered by comprehensive policies of extended risk insurance.  TENANT shall pay all premiums on said policies as and when the same become due and payable and said policies shall contain a loss payable clause making such insurance payable to LANDLORD as their respective interests may appear. All of such policies of insurance shall be issued by insurers authorized to do business in the State of Indiana and shall provide that the coverage not be cancelled without at least ten (10) days prior written notice to LANDLORD, TENANT, and LANDLORD’S mortgagee, and that any losses shall be payable notwithstanding any act or negligence of TENANT or LANDLORD which might otherwise result in forfeiture of the insurance.  Copies of such insurance policies shall be delivered to LANDLORD, together with satisfactory evidence of payment of all required premiums, prior to the commencement of any coverage period.

(e)That at its cost and expense it will make all repairs and will take all action necessary for the proper maintenance of the Premises, both internal and external, inclusive of lawn, lawn sprinkler system, fire protection system, HVAC, and plumbing, except for roof and exterior wall repairs to be made by LANDLORD pursuant to paragraph 4(b) hereof, and upon the termination of this lease by lapse of time or otherwise, it will peaceably yield up possession of the Premises in the same condition and repair as received, loss by fire, lighting, windstorm, and ordinary wear and tear excepted.

In the event TENANT shall fail to provide such necessary repairs and maintenance, LANDLORD shall have the option, but not the obligation, to cure such default for the account

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and at the expense of TENANT either during or after the term of this lease, and any payments so made by LANDLORD shall be additional debt owing by TENANT to LANDLORD, shall become immediately due and payable, and shall bear interest at the rate of one percent (1%) per month from the date of payment.

(f)That LANDLORD shall not be liable for any injuries or damage to the property of TENANT or for any loss or damage of any kind sustained by TENANT by reason of any defective condition of the Premises or by reason of any occurrence in or about the Premises except if the LANDLORD is in breach of its obligation hereunder which causes said injury or damage.

(g)That it shall not assign this lease or any option or right granted to it by this lease nor shall it sublet the Premises or any portion thereof without first obtaining the written consent of LANDLORD, which consent shall not be unreasonably withheld. Any such assignment or subletting permitted by LANDLORD shall not relieve or release TENANT from any of its obligations, covenants, undertakings, representations, warranties, and indemnifications set forth in this lease.  LANDLORD shall not withhold its consent to an assignment by TENANT so long as the proposed assignee (i) agrees in writing to be bound by all of the terms and conditions contained herein and (ii) demonstrates, to LANDLORD’s satisfaction, adequate financial resources to meet the obligations of TENANT under this Lease, in which event tenant will be relieved and released from its obligations covenants, undertakings, representations, warranties, and indemnifications set forth in this lease.

(h)That it will use Premises for light assembly/manufacturing/distribution and such additional purposes normally ancillary and related thereto.  TENANT shall use the Premises in such a manner that the reputation of the building and adjoining areas shall not be injured and in accordance with all ordinances of Elkhart County, all laws of the State of Indiana, all Federal laws, and all other lawful rules and regulations which are now or may hereafter be in effect.  TENANT shall maintain the Premises in a safe, clean, and presentable condition and shall not commit waste.  TENANT shall store all materials, trash, and waste within the building and shall not permit any outside storage on the Premises.  TENANT shall be responsible for any and all building repairs or renovations or changes required that are deemed necessary by codes for TENANT to operate a light assembly/manufacturing business.

(i)That it will not make any structural or exterior cosmetic changes, alterations, or additions to the Premises without first having obtained the written consent of LANDLORD, which consent shall not be unreasonably withheld.  If any such alterations, changes, or additions are permitted by LANDLORD to be made, then the same shall forthwith be and become a part of the Premises and belong absolutely to LANDLORD and not subject to removal, change, or destruction by TENANTS; provided, however, that upon the termination or expiration of this lease, TENANT shall have the right to remove from the Premises any and all items of personal property which can be removed without material damage to the Premises.  The cost of repairing any damage caused by such removal shall be paid by TENANT.

If said changes, alterations, or additions are permitted to be made, the cost thereof shall be paid by TENANT whenever the same shall become due and payable and it shall not permit any mechanic’s lien or other lien to be filed against or attached to the Premises or any part thereof for any purpose whatsoever.  In the event any such lien is filed against or attached to the

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Premises or any part thereof as a result of such changes, alterations, or additions, TENANT shall forthwith and no later than thirty (30) days after the filing of such lien, take any and all action and make such payments as may be required to fully discharge such lien.  Failure to obtain the discharge of any lien shall be an event of default under this Lease.

(j)That it shall procure and maintain at its expense throughout the term of this lease, or any additional period during which it is in possession the Premises, policies of insurance with a responsible company or companies indemnifying and protecting LANDLORD and TENANT against loss, claims, actions, suits for damage or damages, customarily covered by such policies, claimed to be directly or indirectly, in whole or in part, due to the condition of the Premises or any part thereof or any appurtenances thereto or equipment thereon or due to the happening of any occurrence in or about the Premises or due to any act, omission, or negligence of TENANT or any agent, employee, or tenant of TENANT, in each case as customarily covered by such policies.  Such insurance shall have maximum coverage limits as may be mutually agreed between LANDLORD and TENANT; but in no event shall the limits thereof be less than Two Million Dollars ($2,000,000.00) for each occurrence whether such losses, claims, or damages result from bodily injury or damage to property.

(k)That LANDLORD by and through its designated representative shall have the right at all reasonable times to enter upon the Premises for the purpose of examining exhibiting, repairing, altering, or making additions to the Premises, provided that such actions by LANDLORD shall not unduly interfere with the use of the Premises by TENANT.  The LANDLORD also shall have the right to exhibit the Premises to prospective purchasers or tenants during the last twelve (12) months of the term of this lease or any extended term of this lease.

(l)Except for claims resulting solely from the negligence of LANDLORD, TENANT shall indemnify and defend LANDLORD and the Premises at the expense of TENANT, against any and all claims, expenses, liabilities, awards, and judgments, including costs of defense and reasonable attorneys’ fees, arising from the use of the Premises by TENANT, its agents, employees, licensees, or invitees, or from any occurrence on or about the Premises or from any default by TENANT hereunder or any act, omission, or from the negligence of TENANT or its agents, employees, licensees, or invitees.  Except for claims resulting solely from the negligence of TENANT, LANDLORD shall indemnify and defend TENANT against any and all claims, expenses, liabilities, awards and judgments, including costs of defense and reasonable attorney’s fees arising from the management of the Premises by LANDLORD or from way default by LANDLORD hereunder or any act, omission, or from the negligence of LANDLORD or its agent, and employees.

(m)That it will not engage in the generation, storage, or transportation of any hazardous waste materials or in the operation of a hazardous waste facility on the Premises.  TENANT shall indemnify LANDLORD completely and unconditionally without limitation as to time against any costs, expenses, claims, liabilities, awards, and judgments of any type or nature related to or arising from removal or remedial action incurred as a result of any governmental order, award, or judgment occurring as the result of the generation, storage, transportation or disposal of hazardous materials on the Premises or the noncompliance by TENANT or the Premises with any existing regulation, law rule, or ordinance pertaining to environmental matters or hazardous materials by TENANT.  The indemnification shall include, but shall not be limited

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to, the cost of defense incurred by LANDLORD, court costs, expenses, attorneys’ fees, judgments, awards, expense of investigation, and any other related expense arising or claimed to have arisen from an environmental claim of any type pertaining to the Premises or the conduct of TENANT on or about the Premises.

(n)TENANT covenants that it has examined and inspected the Premises and accepts the same in the condition they are not in and without warranty, express or implied; and TENANT is not in any way relying upon any statements, representations, or warranties by LANDLORD or LANDLORD’S agents with regard to the condition of the Premises.

(o)TENANT shall, at its expense, obtain all licenses and permits required for, and comply with all Federal, State and local laws, ordinances, orders, rules and regulations pertaining to the operation of the Premises for its Intended Use, now or hereafter in force. Governmental penalties, fines or damages imposed on any portion of the Premises as a result of the acts of TENANT, its employees or agents, shall be paid by TENANT within thirty (30) days after receipt of said notice by TENANT unless reasonably contested by TENANT.

6.Destruction of Premises.

In the event the Premises are materially damaged or destroyed by fire, lightning, windstorm or other hazard, and the Premises become untenantable, dangerous, or unfit for occupancy or use by TENANT, LANDLORD shall have a period of thirty (30) days from the date of such damage or destruction to notify TENANT of its intention to make the Premises fit for occupancy.  In the event LANDLORD does not give TENANT such notice of intention within thirty (30) days from the date of such damage or destruction or in the event LANDLORD gives such notice but fails to have the Premises made fit for occupancy within one hundred eighty (180) days after the date of such damage or destruction, TENANT shall have the option to terminate this lease by serving upon LANDLORD its written notice of termination and TENANT shall not he liable for any rental payments as of the date of such damage or destruction.  The rent shall abate for any period during which the Premises are untenantable, and LANDLORD shall refund to TENANT any prepaid but unearned rent for such untenantable period.  Tenant shall also maintain insurance that will pay to Landlord the amount of any rent which may he abated during the term of this Lease.

7.Option to Extend.

TENANT shall have the option to extend the term of this lease, for an additional five year period upon such terms and conditions as outlined in Exhibit C.  This option to extend shall exist only in the event TENANT is not then in default under any of the terms and conditions of this lease.  TENANT shall provide LANDLORD with written notice of its intention not to exercise its option to extend at least twelve (12) months prior to the expiration of the existing term.  In the event the required twelve (12) months notice to not extend is not received, the lease will automatically extend for the option period.

8.Waiver of Subrogation.

LANDLORD and TENANT, and all parties claiming by, under or through them, hereby mutually release and discharge each other from all claims and liabilities arising from or caused

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by any hazard covered by insurance in connection with property on or activities conducted on the Premises regardless of the cause of the damage or loss.

9.Holdover by Tenant.

No holding over by Tenant after expiration or earlier termination of the Term shall operate to extend the Lease.  In the event of any unauthorized holding over, Tenant shall pay Monthly Rent equal to one hundred fifty percent (150%) of the Monthly Rent payable for the month immediately preceding such holding over plus Additional Rent equal to one hundred fifty percent (150%) of the estimated Additional Rent (including, but not limited to, the estimated Annual Operating Expense Adjustment) applicable to the period of such holding over; and Tenant shall indemnify Landlord against all claims, damages, costs and expenses (including, but not limited to, reasonable attorneys’ fees) in connection with such holding over, including, without limitation, all claims by any other person or entity to which Landlord may have leased all or any part of the Premises effective upon or after expiration or termination of the Term. Acceptance of such rent by Landlord shall in no event constitute a waiver of Tenant’s default or an authorization of Tenant’s holding over nor prevent Landlord from exercising any of its other rights and remedies.  Any holding over with the consent of Landlord in writing shall thereafter constitute a lease from month-to-month.

Nothing herein contained shall limit or prohibit the right of LANDLORD to obtain a judgment of immediate possession and damages in the event TENANT shall hold over or occupy the Premises beyond the term or extended term of this lease without LANDLORD’S written consent.

10.Landlord’s Right to Cure Defaults.

LANDLORD may, but shall not be obligated to, cure at any time after thirty (30) days notice, any default by TENANT under this lease; and whenever LANDLORD so elects, all costs and expenses incurred by LANDLORD in curing such default; including without limitation, reasonable attorneys’ fees, together with interest on the amount of costs and expenses so incurred at the greater of the rate of twelve percent (12%) per annum or 800 basis points over the then-current Prime Rate, shall be paid by TENANT to LANDLORD on demand and shall be recoverable as additional rent.  In the event the default on the part of the LANDLORD concerns the condition of the roof, the LANDLORD shall not be considered to be in default, if after being made aware of the condition of the roof by the TENANT, the LANDLORD has commenced repairs of the roof within thirty (30) days of notification by the TENANT.

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11.Condemnation.

In the event the Premises or any portion thereof are condemned for any public use or purpose by any legally constituted authority and by reason thereof the Premises are rendered untenantable or unsuitable for use by TENANT, then this lease shall terminate from the time when possession taken by such public authority and the rental and other payments shall be accounted for between LANDLORD and TENANT as of the date of the surrender of possession. Such termination shall be without prejudice to the rights of either LANDLORD or TENANT to recover compensation from the condemning authority for any loss or damage caused by such condemnation.  Neither LANDLORD nor TENANT shall have any rights in or to any award made to the other by condemning authority.

12.Default of Tenant.

The occurrence of any one or more of the following event shall be considered a default by TENANT;

(a)Failure of TENANT to perform any covenant or obligation under this lease within thirty (30) days after written notice of default is received from LANDLORD, except TENANT’S failure to make rental payments with a ten (10) day grace period from which no written notice of default is required from LANDLORD.

(b)The assignment by TENANT of any of TENANT’S assets for the benefit of creditors.

(c)The Levying of a Writ of Execution or Attachment against TENANT’S property if not released or discharged within ninety (90) days thereafter.

(d)The commencement in a court of competent jurisdiction of proceedings for TENANT’S: reorganization, liquidation, involuntary dissolution adjudication as a bankrupt, insolvency, or for the appointment of a receiver of the TENANT’S assets, if such proceedings are not dismissed or any receiver, trustee, or liquidator appointed therein discharged within ninety (90) days after the institution of the proceedings.

(e)The placement of a mechanic’s lien or claim against the property for which TENANT has no legal or equitable defense, if the lien or claim is not released or LANDLORD is not indemnified to its satisfaction within thirty (30) days after written notice of lien or claim is first given to TENANT.

13.Hazardous Material.

TENANT agrees to neither cause nor permit any Hazardous Material to be brought upon, kept or used in or about the real estate by anyone, including TENANT and its agents, employees, contractors or invitees, without the prior written consent of LANDLORD (which LANDLORD shall not unreasonably withhold as long as TENANT demonstrates to LANDLORD’S reasonable satisfaction that such Hazardous Material is necessary or useful to TENANT’S business and will be used, kept and stored in a manner that complies with all laws regulating any such Hazardous Material so brought upon or used or kept in or about the real estate and TENANT provides LANDLORD with evidence that all governmental approvals and permits as well as proof of

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insurance for the permitted activity).  If TENANT breaches the obligations stated in the preceding sentence, or if the presence of Hazardous Material on the real estate-results in contamination of the real estate, then as a result of such contamination TENANT shall indemnify, defend and hold LANDLORD harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities, or losses (including, without limitation, diminution of value of the real estate, damages for the loss or restriction on use of usable space or of any amenity of the real estate, damages, costs or expenses of remediation required or deemed necessary by TENANT, and sums paid in settlement of claims, attorney’s fees, consultant fees and expert fees which arise during or after the completion or termination of this Agreement.  This indemnification of LANDLORD by TENANT includes, without limitation, costs incurred in connection with any investigation of site conditions or any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Hazardous Material present in the soil or ground water on or under the real estate, but only to the extent required by law or by applicable governmental agency regulation.  Without limiting the foregoing, if the presence of any Hazardous Material on the real estate caused or permitted by TENANT results in any contamination of the real estate, TENANT shall promptly take all actions required by law or applicable governmental agency regulations at its sole expense as are necessary to return the real estate to the condition existing prior to the introduction of any such Hazardous Material to the real estate; provided that LANDLORD’S approval of such action shall first be obtained, which approval shall not be unreasonably withheld so long as such actions would not potentially have any material adverse long term or short term effect on the real estate.

As used herein, the term “Hazardous Material” means any hazardous or toxic substance, material or waste which is or become regulated by any local governmental authority, the State of Indiana or the United States Government.  The term “Hazardous Material” includes, without limitation, any material or substance which is (i) defined as a “hazardous substance” under I.C. 13-78,7-1 of the Indiana Hazardous Substance Response Trust Fund Act; (ii) petroleum; (iii) asbestos; (iv) designated as a “hazardous substances” pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C. § 1317); (v) defined as a “hazardous waste” pursuant to Section 1004 of the Federal Resource Conservation and Recovery Act 42 U.S.C. § 6901 et seq. (42 U.S.C. § 6903); (vi) defined as a “hazardous substance” pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq. (42 U.S.C. § 9601) or (vii) defined as a “regulated substance” pursuant to Subchapter IX, Solid Waste Disposal Act (regulation of Underground Storage Tanks), 42 U.S.C. § 6991 et seq. (42 U.S.C. §6991).

In the event of default by the TENANT and this contract is terminated either voluntarily or by other legal means the TENANT’S environmental liability extends beyond the life of this contract for any and all environmental damage that may be caused to the property during the life of this contract.

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14.Remedies of Landlord.

Upon the occurrence of any event of TENANT default set forth in this LEASE, Landlord shall have the following rights and remedies, in addition to those allowed at law or in equity, any one or more of which may be exercised without further notice to or demand upon Tenant:

(a)Landlord may re-enter the Premises and cure any default of Tenant, in which event Tenant shall reimburse Landlord as Additional Rent for any costs and expenses which Landlord may incur to cure such default; and Landlord shall not be liable to Tenant for any loss or damage which Tenant may sustain by reason of Landlord’s action, regardless of whether caused by Landlord’s negligence or otherwise.

(b)Landlord may terminate this Lease, in which event (i) neither Tenant nor any person claiming under or through Tenant shall thereafter be entitled to possession of the Premises, and Tenant shall immediately thereafter surrender the Premises to Landlord; (ii) Landlord may re-enter the Premises and dispossess Tenant or any other occupants of the Premises by any means permitted by law, and may remove their effects, which termination, repossession and removal shall be without prejudice to any other remedy which Landlord may have for possession, arrearage in rent, continuing rental obligations which Tenant would have had under this Lease had this Lease not been terminated and all other damages and remedies available at law and in equity; it being expressly understood and agreed that the liabilities and remedies specified in this Subsection shall survive the termination of this Lease.

(c)Landlord may, without terminating this Lease, re-enter the Premises and re-let all or any part of the Premises for a term different from that which would otherwise have constituted the balance of the Term and for rent and on terms and conditions different from those contained herein, whereupon Tenant shall be obligated to pay Landlord as liquidated damages the difference between the rent provided for herein and that provided for in any lease covering a subsequent reletting of the Premises, or, in the event Landlord is unable to relet the Premises, the rent provided for herein, for the period which would otherwise have constituted the balance of the Term of this Lease, together with all of Landlord’s reasonable costs and expenses for preparing the Premises for re-letting, including all repairs, tenant finish improvements, brokers’ and attorneys’ fees, and all loss or damage which Landlord may sustain by reason of such re-entry and re-letting.

(d)Landlord may sue for injunctive relief or to recover damages for any loss resulting from the breach.

(e)Landlord shall use commercially reasonable efforts to mitigate its damages in case of Tenant’s default by reletting the Premises at a rental which is reasonable in the circumstances.  In any action, proceeding or hearing on any claim or counterclaim that Landlord has failed to use reasonable efforts or that Landlord relet the Premises at a rental that was not reasonable, the fact that such rental may be at a rate that it lower than the rent specified herein, or payable in different increments, shall not, by itself, establish that Landlord failed to use reasonable efforts to mitigate its damages.

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15.Waiver.

No waiver by LANDLORD or TENANT of any breach of any term, covenant or condition hereof shall be deemed a waiver of the same or any subsequent breach of the same or any other term, covenant, or condition hereof, regardless of LANDLORDS knowledge of such breach when such rent is accepted.  No covenant; term or condition of this lease shall be deemed waived by LANDLORD or TENANT unless waived in writing.

16.Notices.

TO LANDLORD:	Bristol Rail Associates, LLC
	Attn: George S. Cressy
	3930 Edison Lakes Pky. #200
	Mishawaka, IN 46545
TO TENANT:	Gunite Corporation
	Attn: James D. Cirar
	302 Peoples Avenue
	Rockford, IL 61104

17.Partial Invalidity.

If any provision of this lease or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this lease, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby and each provision of this lease shall be valid and unenforceable to the fullest extent permitted by law.

18.Paragraph Headings, Number and Gender.

This lease shall be construed with reference to paragraph headings which are inserted only for convenience of reference.  The use herein of singular term shall include the plural and use of the masculine, feminine or neuter genders shall include all others.

19.Entire Agreement; Successors.

This lease agreement constitutes the entire agreement of the parties with respect to each and all of the terms of lease of the Premises and shall not be altered or amended except by written agreement of the parties.  This agreement shall be construed and interpreted in accordance with the laws of the State of Indiana and shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors and assigns.

20.Brokers.

LANDLORD and TENANT each represent to the other that it has not dealt with any finder or real estate broker other than Grubb & Ellis/Cressy & Everett Commercial Company and that no finder or real estate broker was in any way connected with the transaction contemplated hereby.  Neither LANDLORD or TENANT has engaged any brokers who would be entitled to any commission or fee based on the execution of this Lease, other than Grubb & Ellis/Cressy &

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Everett Commercial Company, who shall be paid by LANDLORD pursuant to separate agreement.

21.Encumbrance of Landlord’s Estate.

(a)LANDLORD shall not be required to subordinate or hypothecate by mortgage, or other security interest, the fee simple estate of LANDLORD for the benefit of TENANT or TENANT’s financing needs.

(b)LANDLORD may transfer, mortgage or encumber the Premises provided any sale is subject to TENANT’S rights created by this Lease, and any mortgage or encumbrance is subject to a Subordination and Non-Disturbance agreement in a form which does not materially interfere with or jeopardize TENANT’S rights or interest hereunder.  LANDLORD shall satisfy in a timely manner all obligations associated with and supported or secured by any mortgages and encumbrances it places or caused to be placed on the Premises.  TENANT shall not unreasonably delay the execution of a Subordination and Non-Disturbance Agreement which reasonably complies with this Section.

22.Estoppel Certificate.

At any time and from time to time either party, upon request of the other party, will execute, acknowledge and deliver an instrument, stating if the same be true, that this Lease is a true and exact copy of the Lease between the parties hereto, that there are no amendments hereto (or stating what amendments there may be) that the same is then in full force and effect and that, to the best of its knowledge, there are no offsets, defenses or counterclaims with respect to the payment of Rent hereunder or in the performance of the other terms, covenants, and conditions hereof on the part of the TENANT or LANDLORD, as the case may be, to be performed, and that as of such date no default has been declared hereunder by either party or if so, specifying the same.  Such instrument will be executed by the other party and delivered to the requesting party within fifteen (15) days of receipt of a request therefore.

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IN WITNESS WHEREOF, the parties have executed this agreement of lease this day and year first above written.

LANDLORD				TENANT
BRISTOL RAIL ASSOCIATES, LLC				GUNITE CORPORATION
By:	/s/ George S. Cressy			By:	/s/ Kelly Bodway
Its:	Managing Memebr			Its:	Vice President
STATE OF ILLINOIS		)
		)	SS:
COUNTY OF OGLE		)

Before me, the undersigned, a Notary Public in and for said County and State, personally appeared Virginia L. Neal acknowledged the execution of the foregoing Lease Agreement.

Witness my hand and Notarial Seal this 19th day of August, 2003.

My commission Expires:08/27/05

/s/ Virginia L. Neal
			, Notary Public
			Residing in Ogle County
[SEAL}
STATE OF INDIANA	)
	)	SS:
COUNTY OF ST. JOSEPH	)

Before me, the undersigned, a Notary Public in and for said County and State, personally appeared George S. Cressy acknowledged the execution of the foregoing Lease Agreement.

Witness my hand and Notarial Seal this 18^th day of September, 2003.

My commission Expires:9/12/07

/s/ Shawna Marie Pixley
	, Notary Public
	Residing in St. Joseph County
[SEAL]

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EXHIBIT A

TITLE SURVEY

SOUTH HALF OF SECTION 28
WASHINGTON TOWNSHIP, ELKHART COUNTY, INDIANA

LEGAL DESCRIPTION PARCEL A

THAT PART OF THE SOUTH HALF OF SECTION 28, TOWNSHIP 38 NORTH, RANGE 6 EAST, WASHINGTON TOWNSHIP. ELKHART COUNTY, INDIANA, DESCRIBED AS:

COMMENCING AT THE SOUTHEAST CORNER OF THE SOUTHEAST QUARTER OF SAID SECTION 28; THENCE SOUTH 89’32’38” WEST ALONG THE SOUTH LINE OF SAID SOUTHEAST QUARTER 663.88 FEET TO A BAR AND CAP AND THE PLACE OF BEGINNING; THENCE CONTINUING SOUTH 89’32’38” WEST ALONG THE SAID SOUTH LINE 615.01 FEET TO A BAR AND CAP; THENCE NORTH 0’51’03” WEST 678.06 FEET TO A BAR AND CAP ON THE SOUTHEAST LINE OF THAT PARCEL CONVEYED TO U.S. AGGREGATE IN DEED RECORD 2000-05241; THENCE NORTH 69’53’56” EAST ALONG SAID SOUTHEAST LINE 651.42 FEET TO A BAR A CAP LOCATED AT THE NORTHWEST CORNER OF THAT TRACT CONVEYED TO MAPLE STREET INC., BY DEED RECORD 2001-37900; THENCE SOUTH 0’51’03” EAST ALONG THE WEST LINE OF SAID MAPLE STREET INC. TRACT AND SAID WEST LINE EXTENDED 897.06 FEET TO THE PLACE OF BEGINNING, AND CONTAINING 11.12 ACRES.

NOTES CORRESPONDING TO SCHEDULE B.

LACK OF ACCESS FROM CAPTIONED REAL ESTATE.  AS OF THE DATE OF THIS SURVEY THE SUBJECT PROPERTY DOES NOT HAVE DIRECT ACCESS TO A PUBLIC RIGHT-OP-WAY. PROPOSED ACCESS IS VIA AN EXTENSION TO EARTHWAY DRIVE AS SHOWN.

ZONING INFORMATION

THIS PROPERTY IS LOCATED ENTIRELY WITHIN A M-1 ZONE, PER ZONING ORDINANCE, COUNTY OF ELKHART, INDIANA

FRONT YARD SETBACK: 75 FEET FROM CENTER LINE OF RIGHT-OF-WAY

SIDE YARD SETBACK: 25 FEET

REAR YARD SETBACK:  15 FEET

MAXIMUM HEIGHT PERMITTED FOR BUILDINGS:

60 FEET OR 5 STORIES.

MAXIMUM LOT COVERAGE IS 75 PER CENT.

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STATEMENT OF ENCROACHMENTS.

NONE NOTED

[TITLE COMPANY INFORMATION]

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EXHIBIT B

ACCEPTANCE OF PREMISES

TENANT:	Gunite Corporation
LANDLORD:		Bristol Rail Associates, LLC

ADDRESS OF PREMISES:

APPROXIMATE SQUARE FOOTAGE OF PREMISES: [l08,4l3s.f.]

DATE LEASE SIGNED: August 19, 2003

DATE LANDLORD’S NOTICE SENT:

COMMENCEMENT DATE:

EXPIRATION DATE:

NEXT RENTAL PAYMENT DUE:

AMOUNT DUE ON NEXT RENTAL PAYMENT:

Tenant confirms the accuracy of the above information with respect to the Lease. Tenant hereby acknowledges that (i) it has accepted the Premises and (ii) the condition of the Premises is satisfactory and in conformity with the provisions of the Lease in all respects, except as noted below.

TENANT:

By:

Name:

Title:

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Guarantee Agreement

This Guarantee is given this 10^th day of September, 2003, by Transportation Technologies Industries, Inc. (Guarantor) to and for the benefit of Bristol Rail Associates, LLC (Landlord) an Indiana Limited Liability Company.

Whereas Bristol Rail Associates, LLC has entered into a Lease Agreement with Gunite Corporation (Tenant); and

Whereas Bristol Rail Associates, LLC requires additional security with respect to the Tenant’s ability to perform all its obligations under the terms of the lease;

Now, therefore, in consideration of the foregoing and of the benefits to be derived by the Tenant and Landlord from the undertaking by the Guarantor, the parties do hereby agree as follows:

1.Guarantor hereby unconditionally guarantees to Landlord that it will be responsible for any and all payments due in connection with the lease executed by the parties on the 19^th day of August, 2003, to the extent such payments are not made in a timely fashion by the Tenant

2.This Guarantee shall remain in full force and effect during the term of the ground lease, and any extensions of the ground lease.

3.This Guarantee shall remain in full force and effect and shall not be effected, modified, or impaired upon the happening from time to time of any event, including without limitation the following, whether or not the Guarantor has received notice of or provided consent with respect to any of the following:

(a)the waiver, compromise, settlement, release, or termination of any obligations, duties or rights under the lease agreement;

(b)the failure to give notice to the Guarantor of any default or breach under the terms of the lease agreement;

(c)the grant of any extension of time to the Tenant to perform any obligation under the terms of the lease;

(d)any failure, omission, or delay by the Landlord in asserting any right under the terms of the lease agreement.

4.This Guarantee is made by the Guarantor for the benefit of the Landlord, who shall be entitled to enforce this Agreement by proceeding directly against the Guarantor upon the default of the Tenant in its payment obligations under the ground lease entered into by the parties.

5.No remedy of the Landlord is intended to be exclusive of any other available remedy or remedies, but shall be cumulative and in addition to every other remedy under this Guarantee Agreement or under the ground lease agreement itself; or existing under law or equity.

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6.Notice to the Guarantor shall be provided to:

Transportation Technologies Industries, Inc.

980 North Michigan Ave., Suite 1000

Chicago, IL 60611

7.Notice to the Landlord shall be provided to:

Bristol Rail Associates, LLC

3930 Edison Lakes Parkway, Suite 200

Mishawaka, IN

Attention: George S. Cressy, Jr.

8.The invalidity of unenforceability of any paragraph hereunder shall not affect the validity or enforceability of any of the other remaining provisions under this Agreement.

9.This Guarantee shall be construed and interpreted in accordance with the laws of the State of Indiana.

/s/ Donald C. Mueller
Transportation Technologies Industries, Inc.
Title:	C.F.O.

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Lease Amendment

THIS LEASE AMENDMENT (“Amendment”) is entered into the 3^rd day of February, 2004 by and between BRISTOL RAIL ASSOCIATES, LLC (“Landlord”), and GUNITE CORPORATION (“Tenant”).

Recitals

Whereas the Landlord and Tenant have previously entered into a Lease Agreement dated the l9th of August, 2003 (“Lease”); and

Whereas Sansome Pacific Properties, Inc. has entered into a Letter of Intent to purchase the leased property provided that certain amendments are made to the Leaset; and

Whereas the parties desire to amend certain terms with respect to the Lease to be effective upon the sale of the property to Sansome Pacific Properties, Inc. or its lawful assignee (collectively “Sansome”).

NOW, THEREFORE for valuable consideration the sufficiency of which is acknowledged by the parties and in order to induce and facilitate the transfer of the property to Sansome, the parties agree as follows:

1.The Annual Net Rent as set forth on Exhibit C to the Lease shall be amended effective upon the sale of the property to Sansome to provide that the Annual Net Rent shall be equivalent to 10.25% of the total costs of the land and construction.  By way of example, and based upon the estimates of $3,157,900 as set forth on Exhibit C it is anticipated that the Annual Net Rent will be amended to $323,685.  The actual amount of Annual Net Rent will be determined based upon the final construction costs associated with the project.

2.On each anniversary date of the Commencement Date (as defined in the Lease), and each anniversary thereafter, the Monthly Rent and Annual Net Rent shall increase 1.75% per annum over the previous year’s Monthly Rent and Annual Net Rent.  The increase shall be effective each year during the term of the Lease, including options.

3.The Lease shall be an absolute triple net lease and the Tenant shall be responsible for all maintenance, repair and replacement costs associated with the property.  Paragraph 4(b) of the Lease shall be deleted.  A new paragraph 5(p) shall be added to the Lease as follows:

“(p)That TENANT will make all repairs necessary for the proper maintenance of the roof of the building, exterior walls, and structural components included in the Premises, except for damage thereto caused by the negligence or willful acts of LANDLORD.”

4.The Term of the Lease shall be for a period of fifteen (15) years from the Commencement Date.

5.The Landlord shall have the right to receive upon written request, and from time to time, financial statements from the Tenant and Guarantor of the Lease.

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6.Paragraph 5(g) of the Lease is amended to delete the following words at the end of the paragraph “in which event tenant will be relieved and released from its obligations covenants, undertakings, representations, warranties, and indemnifications set forth in this lease.”

7.A new paragraph 5(q) shall be added to the Lease as follows:

“(q)That all insurance policies required to be maintained by Tenant pursuant to this lease shall be issued by insurance companies with a general policy holder’s rating of not less than “A” and a financial rating of not less than Class “X”, as rated in the most current available “Best’s Key Rating Guide,” and shall name Landlord and Landlord’s lender, if any, as additional insureds, and in the case of insurance required by paragraph 5(b) of the Lease, as loss payees.

4.This Amendment shall be effective upon the transfer of the title to the property to Sansome at which time consideration of Fifty Thousand Dollars shall be paid by Landlord to Tenant through escrow as consideration in connection with this Amendment, and in the event said transfer does not for any reason take place then this Amendment shall be null and void.

LANDLORD

BRISTOL RAIL ASSOCIATES, LLC

/s/ George S. Cressy

By: George S. Cressy-Managing Member

TENANT

GRANITE CORPORATION

/s/ Kelly Bodway

By: Kelly Bodway-Vice President

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GUARANTOR

The undersigned agrees as follows:

1.The undersigned has executed that certain “Guarantee Agreement” dated September 10, 2003 (“Guarantee”), guarantying the obligations of Tenant pursuant to the Lease.

2.In paragraph 2 of the Guarantee, the word “ground” is deleted wherever it appears.

3.The undersigned agrees that the Guarantee is in full force and effect.

4.The undersigned agrees that the Guarantee applies to all of the terms of the Lease Amendment set forth above.

TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC

	/s/ Kenneth Tallering
By:	Kenneth M. Tallering
	VP, Gen. Couns. & Sec’y

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EX-10.36

Exhibit 10.36

LEASE AGREEMENT

THIS AGREEMENT OF LEASE, made and entered into this 13th day of August, 2002, by and between Fink Management, LLC (herein the “LANDLORD”), and Gunite Corporation, a Corporation (herein the “TENANT’),

WITNESSETH;

1.Leased Premises and Term of Lease.

LANDLORD hereby demises and leases unto TENANT the building and real estate located at 2601 Northland Drive, Elkhart, Elkhart County, Indiana, and more particularly described in Exhibit A attached hereto and incorporated herein.  The said real estate and improvements are referred to collectively herein as the “Premises”.  The term of this lease shall be a period of seven (7) years commencing on the 1^st day of October, 2002, and expiring at midnight on the 30th day of September, 2009.

2.Rent.

TENANT agrees to pay, and LANDLORD agrees to accept, as the rent for the Premises:  Eight Thousand Seven Hundred Twenty-six and 63/100 Dollars ($8,726.63) concurrently with the execution of this lease representing the rent for the first month and rent for the next 11 months; Nine Thousand Two Hundred Forty-three and 76/100 Dollars ($9,243.76) on the first day of October, 2003, representing the rent for the 2^nd 12 month period.  Rent for years three through seven will be adjusted annually by Midwest CPI.  The Basic Rent of $9,243,76 shall be adjusted at the beginning of the twenty-fifth month based on any increases in the Consumer Price Index and at the end of each year thereafter whether during the term of this Lease or any renewal of extension thereof.  No annual increase shall be less than One percent (1%) not to exceed Three and one-half percent (3.5%) per year compounded.  Increases in the Annual Rent shall be made in accordance with the following procedure:

(a)The index to be used for this adjustment shall be the Consumer Price Index (Midwest Consumer Average, All Items, 1982-1984 equaling a base of 100, from the U.S. Department of Labor, Bureau of Labor Statistics, Washington, D.C.).

(b)The Consumer Price Index for the third month prior to the commencement of this Lease shall be the “Base Period Consumer Price Index”.  The Consumer Price Index for the month of May in each adjustment year shall be the “Adjustment Period Consumer Price Index.”

(c)The Base Period Consumer Price Index shall be subtracted from the Adjustment Period Consumer Price Index; the difference shall be divided by the Base Period Consumer Price Index.  This quotient shall then be multiplied by the Basic Annual Rent, and the result shall then be added to the Basic Annual Rent.  The resulting sum shall be the adjusted Annual Rent for such immediately succeeding leasehold period which shall be paid in equal monthly installments.

(d)If the said Consumer Price Index is, at any time during the term of this Lease, discontinued by the Government, then the most nearly comparable index shall be substituted for the purpose of the aforesaid calculations.

All payments owing by TENANT pursuant to this lease shall be made to LANDLORD at                                             , or at such other place or places as LANDLORD may hereafter designate, and shall be made without setoff or deductions and with reasonable attorneys’ fees and costs of collection.  In the event TENANT fails to pay any rent, expenses, charges or other payments to be paid by it pursuant to this lease within ten (10) days after the due date thereof, then any unpaid amounts shall be subject to a late charge of One Hundred Dollars ($100) per day from the due date of the date of payment.  Notwithstanding this late payment charge, nonpayment of any amounts due under this lease shall constitute a default by TENANT.

It is the intention of LANDLORD and TENANT that this shall be a true net lease; that the rent herein specified shall be net to LANDLORD at all times during the term of this lease; and that all costs, expenses, and obligations of every kind relating to the Premises shall be the obligation of TENANT.

3.Security Deposit.

TENANT shall pay to the LANDLORD concurrently herewith the sum of Eight Thousand Seven Hundred Twenty-six and 63/100 Dollars $8,726.63 representing a security deposit.  The security deposit shall be held by Meridian Title Corporation, Elkhart, Indiana, in an interest bearing account for the account of the TENANT as security for the full and complete performance by TENANT of all of the terms, covenants, and conditions of this Lease.

In the event TENANT commits a default hereunder, LANDLORD, at its option, may apply the security deposit, or any part thereof, plus any sum held as the last month’s rent to compensate LANDLORD for any loss, cost, damage, or expense sustained by reason of such default.  Upon LANDLORD’S request, the TENANT shall forthwith remit to LANDLORD cash sufficient to restore such sums to the original sums deposited and TENANT’S failure to do so within ten (10) days after receipt of a demand therefor shall be a default under this Lease.  If at the end of the term of this Lease or any extension or renewal of this Lease, TENANT is not in default hereunder, the balance of the security deposit shall be returned to TENANT.

LANDLORD may deliver the funds deposited hereunder to any purchaser of, or successor to, LANDLORD’S interest in this Lease or the Premises, and thereupon LANDLORD shall be discharged from all liability with respect to such deposit.

4.Covenants of Landlord.

LANDLORD agrees as follows:

(a)That so long as TENANT is not in default in the performance of any of the conditions or provisions hereof, TENANT may peaceably hold and enjoy possession of the Premises during the term of this lease without any interruption from LANDLORD or any person, firm, or corporation lawfully claiming through LANDLORD.

(b)That LANDLORD will make all repairs necessary for the proper maintenance of the roof of the building and exterior walls included in the Premises, except for damage thereto caused by the negligence or willful acts of TENANT; provided, however, that TENANT shall give LANDLORD written notice of any roof defect or exterior wall defect requiring repair and

2

LANDLORD shall have a reasonable time after receipt of such notice to cause such repairs to be made.

(c)The LANDLORD named in this Agreement may transfer and assign, in whole or in part, all its rights and obligations under this Agreement and in the Real Estate.  After such transfer or assignment the LANDLORD named in this Agreement will have no further liability to the TENANT under this Agreement for the obligations assumed by the assignee or transferee.

5.Covenants of Tenant.

TENANT agrees as follows:

(a)That it will pay the rent for the Premises as herein stated and all other payments and charges owing to LANDLORD pursuant to this lease at the time and in the manner herein stated, without relief from valuation and appraisement laws and with reasonable attorneys’ fees and all other expenses and costs occasioned by the nonpayment thereof and occasioned by the default by TENANT in the performance of any of the terms of this agreement to be performed by TENANT.

(b)That it shall pay as and when the same become due and payable the entire cost of all electricity, gas, water, sewerage, and other utilities and services used in or about the Premises, and it will not permit the charges therefor to become delinquent.

(c)That it will pay all real estate taxes assessed against the Premises and payable during the term of this lease.  TENANT shall pay the installments of real estate taxes to LANDLORD on or before April 15 and October 15 of each year during the term of this lease upon presentation of receipts by LANDLORD.  TENANT shall pay all other assessments to LANDLORD not less than ten (10) days before such assessment is payable.

(d)That it shall procure, maintain, and deliver to LANDLORD in companies to be approved by LANDLORD policies of fire, tornado, hazard, and extended risk insurance in an amount of not less than the full replacement value of the buildings and improvements now or hereafter situated upon the real estate which insurance shall insure the buildings and improvements now or hereafter erected upon the real estate against damage by fire, tornado, and other hazards generally covered by comprehensive policies of extended risk insurance.  TENANT shall pay all premiums on said policies as and when the same become due and payable and said policies shall contain a loss payable clause making such insurance payable to LANDLORD, to TENANT, and to any mortgagee of LANDLORD as their respective interests may appear.  All of such policies of insurance shall be issued by insurers authorized to do business in the State of Indiana and shall provide that the coverage not be cancelled without at least ten (10) days prior written notice to LANDLORD, TENANT, and LANDLORD’S mortgagee, and that any losses shall be payable notwithstanding any act or negligence of TENANT or LANDLORD which might otherwise result in forfeiture of the insurance.  Copies of such insurance policies shall be delivered to LANDLORD, together with satisfactory evidence of payment of all required premiums, prior to the commencement of any coverage period.

(e)That at its cost and expense it will make all repairs and will take all action necessary for the proper maintenance of the Premises, both internal and external, inclusive of lawn, lawn sprinkler system, tire protection system, except for roof and exterior wall repairs to be made by LANDLORD pursuant to paragraph 4(b) hereof; and upon the termination of this lease by lapse of

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time or otherwise, it will peaceably yield up possession of the Premises in the same condition and repair as received, loss by fire, lightning, windstorm, and ordinary wear and tear excepted.

In the event TENANT shall fail to provide such necessary repairs and maintenance, LANDLORD shall have the option, but not the obligation, to cure such default for the account and at the expense of TENANT either during or after the term of this lease, and any payments so made by LANDLORD shall be additional debt owing by TENANT to LANDLORD, shall become immediately due and payable, and shall bear interest at the rate of one percent (1%) per month from the date of payment.

(f)That LANDLORD shall not be liable for any injuries or damage to the property of TENANT or for any loss or damage of any kind sustained by TENANT by reason of any defective condition of the Premises or by reason of any occurrence in or about the Premises except if the LANDLORD is in breach of its obligation hereunder which causes said injury or damage.

(g)That it shall not assign this lease or any option or right granted to it by this lease nor shall it sublet the Premises or any portion thereof without first obtaining the written consent of LANDLORD, which consent shall not be unreasonably withheld.  Any such assignment or subletting permitted by LANDLORD shall not relieve or release TENANT from any of its obligations, covenants, undertakings, representations, warranties, and indemnifications set forth in this lease.

(h)That it will use the Premises for light assembly/manufacturing and such additional purposes normally ancillary and related thereto.  TENANT shall use the Premises in such a manner that the reputation of the building and adjoining areas shall not be injured and in accordance with all ordinances of Elkhart County, all laws of the State of Indiana, and all other lawful rules and regulations which are now or may hereafter be in effect.  TENANT shall maintain the Premises in a safe, clean, and presentable condition and shall not commit waste.  TENANT shall be responsible for any and all building repairs or renovations or changes required that are deemed necessary by codes for TENANT to operate a light assembly/manufacturing business.

(i)That it will not make any structural or cosmetic changes, alterations, or additions to the Premises without first having obtained the written consent of LANDLORD, which consent shall not be unreasonably withheld.  If any such alterations, changes, or additions are permitted by LANDLORD to be made, then the same shall forthwith be and become a part of the Premises and belong absolutely to LANDLORD and not subject to removal, change, or destruction by TENANTS; provided, however, that upon the termination or expiration of this lease, TENANT shall have the right to remove from the Premises any and all items of personal property which can be removed without material damage to the Premises.  The cost of repairing any damage caused by such removal shall be paid by TENANT.

If said changes, alterations, or additions are permitted to be made, the cost thereof shall be paid by TENANT whenever the same shall become due and payable and it shall not permit any mechanic’s lien or other lien to be filed against or attached to the Premises or any part thereof for any purpose whatsoever.  In the event any such lien is filed against or attached to the Premises or any part thereof as a result of such changes, alterations, or additions, TENANT shall forthwith take any and all action and make such payments as may be required to fully discharge such lien.

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(j)That it shall procure and maintain at its expense throughout the term of this lease, or any additional period during which it is in possession the Premises, policies of insurance with a responsible company or companies approved by LANDLORD indemnifying and protecting LANDLORD and TENANT against loss, claims, actions, suits for damage or damages, including exemplary or punitive damages, claimed to be directly or indirectly, in whole or in part, due to the condition of the Premises or any part thereof or any appurtenances thereto or equipment thereon or due to the happening of any occurrence in or about the Premises or due to any act, omission, or negligence of TENANT or any agent, employee, or tenant of TENANT.  Such insurance shall have maximum coverage limits as may be mutually agreed between LANDLORD and TENANT; but, in no event shall the limits thereof be less than One Million Dollars ($1,000,000.00) for each occurrence whether such losses, claims, or damages result from bodily injury or damage to property.

(k)That LANDLORD by and through its designated representative shall have the right at all reasonable times to enter upon the Premises for the purpose of examining, exhibiting, repairing, altering, or making additions to the Premises, provided that such actions by LANDLORD shall not unduly interfere with the use of the Premises by TENANT.  The LANDLORD also shall have the right to exhibit the Premises to prospective purchasers or tenants during the last six (6) months of the term of this lease or any extended term of this lease.

(l)Except for claims resulting solely from the negligence of LANDLORD, TENANT shall indemnify and defend LANDLORD and the Premises at the expense of TENANT, against any and all claims, expenses, liabilities, awards, and judgments, including costs of defense and reasonable attorneys’ fees, arising from the management of the Premises by TENANT or from any occurrence on or about the Premises or from any default by TENANT hereunder or any act, omission, or from the negligence of TENANT or its agents, employees, licenses, or invitees.  Except for claims resulting solely from the negligence of TENANT, LANDLORD shall indemnify and defend TENANT against any and all claims, expenses, liabilities, awards and judgements, including costs of defense and reasonable attorney’s fees arising from the management of the Premises by LANDLORD or from any default by LANDLORD hereunder or any act, omission, or from the negligence of LANDLORD or its agents, employees, licensees, or invitees.

(m)That it will not engage in the generation, storage, or transportation of any hazardous waste materials or in the operation of a hazardous waste facility on the Premises.  TENANT shall indemnify LANDLORD completely and unconditionally without limitation as to time against any costs, expenses, claims, liabilities, awards, and judgments of any type or nature related to or arising from removal or remedial action incurred as a result of any governmental order, award, or judgment occurring as the result of the generation, storage, transportation, or disposal of hazardous materials on the Premises or the noncompliance by TENANT or the Premises with any existing regulation, law, rule, or ordinance pertaining to environmental matters or hazardous materials by TENANT.  The indemnification shall include, but shall not be limited to, the cost of defense incurred by LANDLORD, court costs, expenses, attorneys’ fees judgments, awards, expense of investigation, and any other related expense arising or claimed to have arisen from any environmental claim of any type pertaining to the Premises or the conduct of TENANT on or about the Premises.

(n)TENANT covenants that it has examined and inspected the Premises and accepts the same in the condition they are now in and without warranty, express or implied; and TENANT is

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not in any way relying upon any statements, representations, or warranties by LANDLORD or LANDLORD’S agents with regard to the condition of the Premises.

6.Destruction of Premises.

In the event the Premises are damaged or destroyed by fire, lightning, windstorm, or other hazard, and the Premises become untenantable, dangerous, or unfit for occupancy or use by TENANT, LANDLORD shall have a period of thirty (30) days from the date of such damage or destruction to notify TENANT of its intention to make the Premises fit for occupancy.  In the event LANDLORD does not give TENANT such notice of intention within thirty (30) days from the date of such damage or destruction or in the event LANDLORD gives such notice but fails to have the Premises made fit for occupancy within ninety (90) days after the date of such damage or destruction, TENANT shall have the option to terminate this lease by serving upon LANDLORD its written notice of termination and TENANT shall not be liable for any rental payments as of the date of such damage or destruction.  The rent shall abate for any period during which the Premises are untenantable, and LANDLORD shall refund to TENANT any prepaid but unearned rent for such untenantable period.

7.Option to Extend.

TENANT shall have the option to extend the term of this lease, for unlimited number of Three (3) year periods with Annual CPI Adjustments, and upon such terms and conditions and time as LANDLORD and TENANT shall mutually agree upon in writing.  This option to extend shall exist only in the event TENANT is not then in default under any of the terms and conditions of this lease.  In the event LANDLORD and TENANT do not enter into a written agreement prior to March 1, 2009, for the first extension, setting forth all of the rents, conditions, and provisions for such extended term then this provision for extension shall be void and of no further force and effect.  Each additional extension must be executed in writing more than six months nor to the end of the current term an order for this provision to apply.  In the event the required six months notice to extend is not received, the lease will automatically extend for the next option period.

8.Waiver of Subrogation.

LANDLORD and TENANT, and all parties claiming by, under or through them, hereby mutually release and discharge each other from all claims and liabilities arising from or caused by any hazard covered by insurance in connection with property on or activities conducted on the Premises regardless of the cause of the damage or loss.

9.Holdover by Tenant.

LANDLORD and TENANT agree that if TENANT holds over or occupies the Premises beyond the term or any extended term of this lease with or without the consent of LANDLORD (it being agreed that there shall be no such holding over or occupancy without LANDLORD’S written consent), TENANT shall occupy the Premises as a tenant from month to month and all other terms and provisions of this lease pertaining to TENANT’S obligations shall be applicable.  Nothing herein contained shall limit or prohibit the right of LANDLORD to obtain a judgrnent of immediate possession and damages in the event TENANT shall hold over or occupy the Premises beyond the term or extended term of this lease without LANDLORD’S written consent.

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10.Landlord’s Right to Cure Defaults.

LANDLORD may, but shall not be obligated to, cure at any time after thirty (30) days notice, any default by TENANT under this lease; and whenever LANDLORD so elects, all costs and expenses incurred by LANDLORD in curing such default, including without limitation, reasonable attorneys’ fees, together with interest on the amount of costs and expenses so incurred at the rate of twelve percent (12%) per annum, shall be paid by TENANT to LANDLORD on demand, and shall be recoverable as additional rent.  In the event the default on the part of the LANDLORD concerns the condition of the roof, the LANDLORD shall not be considered to be in default, if after being made aware of the condition of the roof by the TENANT, the LANDLORD has commenced repairs of the roof within thirty (30) days of notification by the TENANT.

11.Condemnation.

In the event the Premises or any portion thereof are condemned for any public use or purpose by any legally constituted authority and by reason thereof the Premises are rendered untenantable or unsuitable for use by TENANT, then this lease shall terminate from the time when possession taken by such public authority and the rental and other payments shall be accounted for between LANDLORD and TENANT as of the date of the surrender of possession.  Such termination shall be without prejudice to the rights of either LANDLORD or TENANT to recover compensation from the condemning authority for any loss or damage caused by such condemnation.  Neither LANDLORD nor TENANT shall have any rights in or to any award made to the other by the condemning authority.

12.Default of Tenant.

The occurrence of any one or more of the following events shall be considered a default by TENANT:

(a)Failure of TENANT to perform any covenant or obligation under this lease within thirty (30) days after written notice of default is received from LANDLORD, except TENANT’S failure to make rental payments with a ten (10) day grace period for which no written notice of default is required from LANDLORD.

(b)The assignment by TENANT of any of TENANT’S assets for the benefit of creditors.

(c)The levying of a Writ of Execution or Attachment against TENANT’S property if not released or discharged within ninety (90) days thereafter.

(d)The commencement in a court of competent jurisdiction of proceedings for TENANT’S: reorganization, liquidation, involuntary dissolution, adjudication as a bankrupt, insolvency, or for the appointment of a receiver of the TENANT’S assets, if such proceedings are not dismissed or any receiver, trustee, or liquidator appointed therein discharged within ninety (90) days after the institution of the proceedings.

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13.Hazardous Material.

TENANT agrees to neither cause not permit any Hazardous Material to be brought upon, kept or used in or about the real estate by anyone, including TENANT and its agents, employees, contractors or invitees, without the prior written consent of LANDLORD (which LANDLORD shall not unreasonably withhold as long as TENANT demonstrates to LANDLORD reasonable satisfaction that such Hazardous Material is necessary or useful to TENANT’s business and will be used, kept and stored in a manner that complies with all laws regulating any such Hazardous Material so brought upon or used or kept in or about the real estate).  If TENANT breaches the obligations stated in the preceding sentence, or if the presence of Hazardous Material on the real estate caused or permitted by TENANT results in contamination of the real estate, then as a result of such contamination TENANT shall indemnify, defend and hold LANDLORD harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities or losses (including, without limitation, diminution of value of the real estate, damages for the loss or restriction on use of usable space or of any amenity of the real estate, damages, costs or expenses of remediation required or deemed necessary by TENANT, and sums paid in settlement of claims, attorney’s fees, consultant fees and expert fees) which arise during or after the completion or termination of this Agreement.  This indemnification of LANDLORD by TENANT includes, without limitation, costs incurred in connection with any investigation of site conditions or any clean-up, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Hazardous Material present in the soil or ground water on or under the real estate.

As used herein, the term “Hazardous Material” means any hazardous or toxic substances material or waste which is or become regulated by any local governmental authority, the State of Indiana or the Untied States Government.  The term “Hazardous Material” includes, without limitation, any material or substance which is (i) defined as a “hazardous substance” under I.C. 13-78.7-1 of the Indiana Hazardous Substance Response Trust Fund Act; (ii) petroleum; (iii) asbestos; (iv) designated as a “hazardous substance” pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C § 1317); (v) defined as a “hazardous waste” pursuant to Section 1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C § 6901 et seq. (42 U.S.C. § 6903); (vi) defined as a hazardous substance” pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq. (42 U.S.C. § 9601) or (vii) defined as a “regulated substance” pursuant to Subchapter IX, Solid Waste Disposal Act (regulation of Underground Storage Tanks), 42 U.S.C. § 6991 et seq. (42 U.S.C. § 6991).

In the event of default by the TENANT and this contract is terminated either voluntarily or by other legal means the TENANT’s environmental liability extends beyond the life of this contract for any and all environmental damage that may be caused to the property during the life of this contract.

In the same manner, LANDLORD agrees to indemnify and hold TENANT harmless from any claims, damages, costs, or expense, including reasonable attorney’s fees, for any event or condition which is a violation of the applicable laws and regulations relating to the environment which occurred or existed prior to TENANT’s occupancy of the premises, whether or not such violation or condition is discovered during the initial environmental survey.  This indemnity shall survive the termination of the Lease Agreement.

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14.Remedies of Landlord.

If TENANT defaults in payment of any rent or expenses required by this lease, or if TENANT shall be in default in the performance of any other covenant, agreement, or condition of this lease which are not cured, TENANT shall at once deliver peaceable possession of the Premises to LANDLORD.  If TENANT fails to do so, LANDLORD may declare the lease term ended and may reenter and take possession of the Premises.  In the event LANDLORD elects to reenter the property, LANDLORD may either declare the lease term ended for all or any part of the Premises or, without terminating the lease, may from time to time make such alterations or repairs as may be necessary to relet the Premises.  LANDLORD may then relet all or any part of the Premises for such rent and other conditions as LANDLORD in LANDLORD’S sole discretion determines advisable. All rentals received by LANDLORD from such reletting shall be applied first to the payment of any indebtedness other than rent due from TENANT to LANDLORD, next to the payment of any costs or expenses of such reletting (including brokerage fees and attorney fees and the costs of such alterations and repairs), and finally to the payment of rent and additional charges due and unpaid under this lease, together with interest at the rate of twelve (12%) per year.  The residue, if any, shall be held by LANDLORD and applied to the payment of future rent as it may become due and payable under this lease.  Upon such reentry, LANDLORD either with or without due process of law may remove TENANT or any persons occupying the property using such force as may be reasonably necessary to do so and may then relet without waiving any remedies which otherwise might be used for rental arrearage or breach of the lease provisions.  The acceptance of rent by LANDLORD, whether in a single instance or repeatedly or after any knowledge of TENANTS breach of payment, shall not be construed as a waiver of any of LANDLORD’S rights to proceed under the remedies provided by this lease or provided by applicable law.

15.Waiver.

No waiver by LANDLORD or TENANT of any breach of any term, covenant or condition hereof shall be deemed a waiver of the same or any subsequent breach of the same or any other term, covenant, or condition hereof, regardless of LANDLORD’S knowledge of such breach when such rent is accepted.  No covenant, term or condition of this lease shall be deemed waived by LANDLORD or TENANT unless waived in writing.

16.Notices.

In the event any party hereto desires or is required to give notice pursuant to the terms of this lease agreement, such notice shall be sufficient if delivered in person or if mailed by certified mail or registered mail, postage prepaid and requesting a return receipt, to the following addresses:

TO LANDLORD: Fink Management, LLC

2331 Sylvan Lane

Elkhart, IN 46514

TO TENANT:       Mr. Kelly Bodway

302 Peoples Ave.

Rockford, IL 61104

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17.Partial Invalidity.

If any provision of this lease or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this lease, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby and each provision of this lease shall be valid and unenforceable to the fullest extent permitted by law

18.Paragraph Headings, Number and Gender.

This lease shall be construed with reference to paragraph headings which are inserted only for convenience of reference. The use herein of a singular term shall include the plural and use of the masculine, feminine or neuter genders shall include all others.

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This lease shall be construed with reference to paragraph headings which are inserted only for convenience of reference.  The use herein of a singular term shall include the plural and use of the masculine, feminine or neuter genders shall include all others.

19.Entire Agreement; Successors.

This lease agreement constitutes the entire agreement of the parties with respect to each and all of the terms of lease of the Premises and shall not be altered or amended except by written agreement of the parties.  This agreement shall be construed and interpreted in accordance with the laws of the State of Indiana and shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors and assigns.

20.Brokers

LANDLORD and TENANT each represent to the other that it has not dealt with any finder or real estate broker other than FM Stone Commercial and that no finder or real estate broker was in any way connected with the transaction contemplated hereby.  Neither LANDLORD nor TENANT has engaged any brokers who would be entitled to any commission or fee based on the execution of this Lease, other than those set forth in Exhibit “B”, attached, who shall be paid by LANDLORD pursuant to separate agreement.

IN WITNESS WHEREOF, the parties have executed this agreement of lease this day and year first above written.

BY:	/s/ Elizabeth Sue Fink		By:	/s/ Kelly Bodway - Gunite
	LANDLORD			TENANT
STATE OF ILLINOIS		)
		) SS:
COUNTY OF WINNEBAGO		)

Before me, the undersigned, a Notary Public in and for said County and State, personally appeared Kelly Bodway acknowledged the execution of the foregoing Lease Agreement.

Witness my hand and Notarial Seal this 12th day of 2002.

My Commission expires:

	/s/ Virginia L. Neal
8/27/05	Notary Public
	Residing in Ogle County

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EX-10.37

Exhibit 10.37

STANDARD INDUSTRIAL COMMERCIAL SINGLE-TENANT LEASE — NET

(DO NOT USE THIS FORM FOR MULTI.TENANT BUILDINGS)

1.Basic Provisions (“Basic Provisions”)

1.1Parties:  This Lease (“Lease”) dated for reference purposes only, July 16, 2003, is made by and between Napa/Livermore Properties, LLC, a California limited partnership (“Lessor”) and FABCO Automotive Corporation, a Delaware corporation (“Lessee”) (collectively the “Parties,” or individually a “Party”).

1.2Premises:  That certain real Property, including all improvements therein or to be provided by Lessor under the terms of this Lease, and commonly known as 151 Lawrence Drive, Livermore located in the County of Alameda, State of California, and generally described as (describe briefly the nature of the property and, if applicable, the “Project”, if the property is located within a Project) an approximately 56,800 rentable square foot industrial building more particularly described on Exhibit “A” hereto (“Premises”).  (See also Paragraph 2)

1.3Term:  Ten (10) years and zero (0) months (“Original Term”) commencing October 1, 2003 (“Commencement Date”) and ending September 30, 2013 (“Expiration Date”).  (See also Paragraph 3)

1.4Early Possession:  September 1, 2003 or earlier (“Early Possession Date”) (See also Paragraphs 3.2 and 3.3)

Lessee shall be granted early possession of the Premises for the purpose of planning and constructing their tenant improvements to the Premises on the date that Lessor is in receipt of all of the following: (a) Fully executed Lease documents; (b) all deposits required under the Lease, including the Security Deposit; and (c) evidence of Lessee’s liability Insurance policy with endorsement naming Lessor as additional Insured as required by Paragraph 8.2(a) of the Lease.  The Early Possession Date shall be acknowledged in writing by Lessor and Lessee within ten (10) days following the Early Possession Date.

1.5Base Rent:  (“Base Rent”), shall be payable on the first (1st) day of each month commencing October 1, 2003 in accordance with the following schedule:

                                                                                                                                                                .  (See also Paragraph 4)

o  If this box is checked, there are provisions in this Lease for the Base Rent to be adjusted.

Months	Monthly Base Rent
1-12	$	29,536.00
13-24	$	30,422.08
25-36	$	31,334.74
37-48	$	32,274.78
49-60	$	33,243.03
61-72	$	34,240.32
73-84	$	35,267.53
85-96	$	36,325.55
97-108	$	37,415.32
109-120	$	38,537.78

1.6Base Rent and Other Monies Paid Upon Execution:

(a)Base Rent: $29,536 for the period October 1, 2003 through October 31, 2003

(b)Security Deposit: $76,907.20 (“Security Deposit”). (See also Paragraph 5)

(c)Association Fees: $N/A           for the period   N/A

(d)Other: $N/A     for N/A

(e)Total Due Upon Execution of this Lease: $106,443.20

1.7Agreed Use:  general office, design, engineering and manufacturing.  Without limiting the Agreed Use, Lessee’s present use is the development and manufacture (including machining, assembly, welding and Painting) of AWD and power transfer components for the heavy-duty commercial and off-road vehicle industry.

(See also Paragraph 6)

1.8Insuring Party:  Lessor is the “Insuring Party” unless otherwise stated herein. (See also Paragraph 8)

1.9Real Estate Brokers:  (See also Paragraph 15)

(a)Representation: The following real estate brokers (the “Brokers”) and brokerage relationships exist in this transaction (check applicable boxes):

ýColliers International represents Lessor exclusively (“Lessor’s Broker”);

ýBT Commercial Real Estate represents Lessee exclusively (“Lessee’s Broker”); or

o                                                                                 represents both Lessor and Lessee (“Dual Agency”).

(b)Payment to Brokers:  Upon execution and delivery of this Lease by both Parties, Lessor shall pay Lessor’s Broker the fee agreed to in their separate written agreement and $92,000.00 to BT Commercial Real Estate for the brokerage services rendered.

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1.10Guarantor.  The obligations of the Lessee under this Lease are to be guaranteed by Transportation Technologies Industries Inc., a Delaware corporation (“Guarantor”).  (See also Paragraph __)

1.11Attachments.  Attached hereto are the following, all of which constitute a part of this Lease:

ýan Addendum consisting of Paragraphs                                           through                            ;

ýa plot plan depicting the Premises;

oa Work Letter;

ýother (specify) Exhibits A through E attached hereto.

2.Premises.

2.1Letting.  Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term, at the rental, and upon all of the terms, covenants and conditions set forth in this Lease.  Unless otherwise provided herein, any statement of size set forth in this Lease, or that may have been used in calculating Rent, is an approximation which the Parties agree is reasonable and any payments based thereon are not subject to revision whether or not the actual size is more or less.  Note: Lessee is advised to verify the actual size prior to executing this Lease.

2.2Condition.  Lessor shall deliver the Premises to Lessee broom clean and free of debris on the Commencement Date or the Early Possession Date, whichever first occurs (“Start Date”), and, so long as the required service contracts described in Paragraph 7.1(b) below are obtained by Lessee and in effect within thirty days following the Start Date, warrants that the existing electrical, plumbing, fire sprinkler, lighting, heating, ventilating and air conditioning systems (“HVAC”), loading doors, sump pumps, if any, and all other such elements in the Premises, other than those constructed by Lessee, shall be in good operating condition on said date and that the structural elements of the roof, bearing walls and foundation of any buildings on the Premises (the “Building”) shall be free of material defects.  If a non-compliance with said warranty exists as of the Start Date, or if one of such systems or elements should malfunction or fail within the appropriate warranty period, Lessor shall, as Lessor’s sole obligation with respect to such matter, except as otherwise provided in this Lease, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, malfunction or failure, rectify same at Lessor’s expense.  The warranty periods shall be as follows: (i) 6-12 months as to the HVAC systems, and (ii) 90 days as to the remaining systems and other elements of the Building.  Lessor may obtain a maintenance contract reasonably acceptat4e to Lessee and at Lessee’s cost, to apply during the 12 month warranty period.  If Lessee objects to the cost of the maintenance contract, Lessor shall not procure it and the warranty on HVAC shall be 6 months.  If Lessee does not give Lessor the required notice within the appropriate warranty period, correction of any such non-compliance, malfunction or failure shall be the obligation of Lessee at Lessee’s sole cost and expense.

2.3Compliance.  Lessor warrants that the improvements on the Premises comply with the building codes, applicable laws, covenants or restrictions of record, regulations, and ordinances (“Applicable Requirements”) that were in effect at the time that each improvement, or portion thereof, was constructed.  Said warranty does not apply to the use to which Lessee will put the Premises, modifications which may be required by the Americans with Disabilities Act or any similar laws as a result of Lessee’s use (see Paragraph 50), or to any Alterations or Utility Installations (as defined in Paragraph 7.3(a); made or to be made by Lessee.  NOTE: Lessee is responsible for determining whether or not the Applicable Requirements, and especially

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the zoning, are appropriate for Lessee’s intended use, and acknowledges that past uses of the Premises may no longer be allowed.  If the Premises do not comply with said warranty, Lessor shall, except as otherwise provided, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, rectify the same at Lessor’s expense.  If Lessee does not give Lessor written notice of a non-compliance with this warranty within 6-12 months following the Start Date, correction of that non-compliance shall be deemed to be a “Capital Expenditure” as defined in the next sentence in this Paragraph 2.3, with the cost of causing such compliance to be allocated between the parties in the same manner as the cost of a Capital Expenditure is allocated pursuant to said next sentence.  If the Applicable Requirements are hereafter changed so as to require during the term of this Lease the construction of an addition to or an alteration of the Premises and/or, Building, the remediation of any Hazardous Substance (except for any Hazardous Substances used In Lessee’s paint booth on the Premises), or the reinforcement or other physical modification of the Unit, Premises and/or Building (“Capital Expenditure”), Lessor and Lessee shall allocate the cost of such work as follows:

(a)Subject to Paragraph 2.3(c) below, if such Capital Expenditures are required as a result of the specific and unique use of the Premises by Lessee as compared with uses by tenants in general, Lessee shall be fully responsible for the cost thereof, provided, however that if such Capita Expenditure is required during the last 2 years of this Lease and the cost thereof exceeds 6 months’ Base Rent, Lessee may instead terminate this Lease unless Lessor notifies Lessee, in writing, within 10 days after receipt of Lessee’s termination notice that Lessor has elected to pay the difference between the actual cost thereof and an amount equal to 6 months Base Rent.  If Lessee elects termination, Lessee shall immediately cease the use of the Premises which requires such Capital Expenditure and deliver to Lessor written notice specifying a termination date at least 90 days thereafter.  Such termination date shall, however, in no event be earlier than the last day that Lessee could legally utilize the Premises without commencing such Capital Expenditure.

(b)If such Capital Expenditure is not the result of the specific and unique use of the Premises by Lessee (such as, governmentally mandated seismic modifications), then Lessor and Lessee shall allocate the obligation to pay for such costs pursuant to the provisions of Paragraph 7.1(d), provided, however, that if such Capital Expenditure is required during the last 2 years of this Lease or if Lessor reasonably determines that it is not economically feasible to pay its share thereof, Lessor shall have the option to terminate this Lease upon 90 days prior written notice to Lessee unless Lessee notifies Lessor, in writing, within 10 days after receipt of Lessor’s termination notice that Lessee will pay for such Capital Expenditure.  If Lessor does not elect to terminate, and fails to tender its share of any such Capital Expenditure, Lessee may advance such funds and deduct same, with Interest, from Rent until Lessor’s share of such costs have been fully paid.  If Lessee is unable to finance Lessor’s share, or if the balance of the Rent due and payable for the remainder of this Lease is not sufficient to fully reimburse Lessee on an offset basis, Lessee shall have the right to terminate this Lease upon 30 days written notice to Lessor.

(c)Notwithstanding the above, the provisions concerning Capital Expenditures are intended to apply only to non-voluntary, unexpected, and new Applicable Requirements.  If the Capital Expenditures are instead triggered by Lessee as a result of an actual or proposed change in use, change in intensity of use, or modification to the Premises then, and in that event, Lessee shall either: (i) immediately cease such changed use or intensity of use and/or take such other steps as may be necessary to eliminate the requirement for such Capital Expenditure, or (ii) complete such Capital Expenditure at its own expense.  Lessee shall not, however, have any right to terminate this Lease.

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2.4Acknowledgements.  Lessee acknowledges that: (a) it has been advised by Lessor and/or Brokers to satisfy itself with respect to the condition of the Premises (Including but not limited to the electrical, HVAC and fire sprinkler systems, security, environmental aspects, and compliance with Applicable Requirements and the Americans with Disabilities Act), and their suitability for Lessee’s intended use, (b) Lessee has made such investigation as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to its occupancy of the Premises, and (c) neither Lessor, Lessor’s agents, nor Brokers have made any oral or written representations or warranties with respect to said matters other than as set forth in this Lease.  In addition, Lessor acknowledges that: (i) Brokers have made no representations, promises or warranties concerning Lessee’s ability to honor the Lease or suitability to occupy the Premises, and (ii) It is Lessor’s sole responsibility to investigate the financial capability and/or suitability of all proposed tenants.

2.5Lessee as Prior Owner/Occupant.  The-warranties made by Lessor in Paragraph 2 shall be of no force or effect if immediately prior to the Start Date Lessee was the owner or occupant of the Premises.  In such event, Lessee shall be responsible for any necessary corrective work.

3.Term.

3.1Term.  The Commencement Date, Expiration Date and Original Term of this Lease are as specified in Paragraph 1.3.

3.2Early Possession.  If Lessee totally or partially occupies the Premises prior to the Commencement Date, the obligation to pay Base Rent shall be abated for the period of such early possession.  All other terms of this Lease (including but not limited to the obligations to pay Real Property Taxes and insurance premiums and to maintain the Premises) shall, however, be in effect during such period.  Any such early possession shall not affect the Expiration Date.

3.3Delay In Possession.  Lessor agrees to use its best commercially reasonable efforts to deliver possession of the Premises to Lessee by the Early Possession Date, including, without limitation, giving timely and appropriate notices to any existing tenant and filing an unlawful detainer action against such tenant on the earliest date such action can be commenced.  If, despite said efforts, Lessor is unable to deliver possession by such date, Lessor shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease.  Lessee shall not, however, be obligated to pay Rent or perform other obligations until 45 days following the date on which Lessor delivers possession of the Premises and any period of rent abatement that Lessee would otherwise have enjoyed shall run from the date of delivery of possession and continue for a period equal to what Lessee would otherwise have enjoyed under the terms hereof, but minus any days of delay caused by the acts or omissions of Lessee.  If possession is not delivered within 60 days after the Commencement Date, Lessee may, at its option, by notice in writing at any time prior to delivery or possession, cancel this Lease, in which event the Parties shall be discharged from all obligations hereunder.  If such written notice is not received by Lessee within said period, Lessee’s right to cancel shall terminate.  In addition to the foregoing, if Lessor does not deliver possession of the Premises to Lessee on or before the Commencement Date, then Lessee shall receive a rent credit equal to one and one-half days of the rent payable hereunder for each day after the Commencement Date that Lessor does not deliver possession of the Premises to Lessee in the condition required herein,

3.4Lessee Compliance.  Lessor shall not be required to deliver possession of the Premises to Lessee until Lessee complies with its obligation to provide evidence of insurance (Paragraph 8.5).  Pending delivery of

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such evidence, Lessee shall be required to perform all of its obligations under this Lease from and after the Commencement Date, including the payment of Rent, notwithstanding Lessor’s election to withhold possession pending receipt of such evidence of insurance.  Further, if Lessee is required to perform any other conditions prior to or concurrent with the Start Date, the Start Date shall occur but Lessor may elect to withhold possession until such conditions are satisfied.

3.5Extension Options.

A.Option Period: Provided that Lessee is not in default hereunder either at the time of exercise or at the time the extended term commences, Lessee shall have the option to extend the initial 10 year term of this Lease for 2 extended 5-year terms on the same terms, covenants and conditions provided herein, except that upon such extension the monthly Base Rent due hereunder shall be determined pursuant to this Paragraph.  Lessee may exercise the first option by giving Lessor written notice (“Option Notice”) at least 180 days prior to the expiration of the initial term of this Lease.  Lessee may exercise the second option by giving Lessor written notice (“Option Notice”) at least 180 days prior to the expiration of the term of this Lease as extended by the exercise of the first option.

B.Option Period Monthly Base Rent: the monthly Base Rent for each Option Period, which shall include all adjustments, shall be determined as follows:

(i)The parties shall have 15 days after Lessor receives the Option Notice for the Option in question within which to agree on the monthly Base Rent for the Option Period in question based upon the then fair market rental value of the Premises as defined in Paragraph below.  If the parties agree on the monthly Base Rent for the Option Period in question within 15 days, they shall immediately execute an amendment to this Lease stating the monthly Base Rent for the Option Period in question.

(ii)If the parties are unable to agree on the monthly Base Rent for the Option Period in question within 15 days, then the monthly Base Rent for the Option Period in question shall be the then current fair market rental value of the Premises as determined in accordance with the following provisions.

(iii)the “then fair market rental value of the Premises” shall be defined to mean the fair market rental value of the Premises as of the commencement of the Option Period in question (plus customary annual Increases In such rent), taking into consideration the uses permitted under this Lease, the quality, size, design, and location of the Premises, and the rent for comparable buildings located in Livermore, California.

(iv)Within 7 days after the expiration of the 15-day period set forth in (ii) above, each party, at its cost and by giving notice to the other party, shall appoint a real estate appraiser with at least 5 years full-time commercial appraisal experience in the area in which the Premises are located to appraise and set the then fair market rental value of the Premises for the Option Period in question.  If a party does not appoint an appraiser within 10 days after the other party has given notice of the name of its appraiser the single appraiser appointed shall be the sole appraiser and shall set the then fair market rental value of the Premises.  If the 2 appraisers are appointed by the parties as stated in this Paragraph, they shall meet promptly and attempt to set the then fair market value of the Premises.  If they are unable to agree within 30 days after the second appraiser has been appointed, they shall attempt to elect

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a third appraiser meeting the qualifications stated in this paragraph within 10 days after the last day the 2 appraisers are given to set the then fair market rental value of the Premises.  If they are unable to agree on the their appraiser, either of the parties to this Lease by giving 10 days’ notice to the other party, can apply to the then President of the Alameda County Real Estate Board or to the then Presiding Judge of the Alameda County Superior Court, for the selection of a third appraiser who meets the qualifications stated in this paragraph.  Each of the parties shall bear 1/2 of the cost of appointing the third appraiser and of paying the third appraiser’s fee.  The third appraiser, however selected shall be a person who has not previously acted in any capacity for either party.

Within 30 days after the selection of the third appraiser, a majority of the appraisers shall set the then fair market value of the Premises.  If a majority of the appraisers are unable to set the then fair market rental value of the Premises within the stipulated period of time, the 3 appraisals shall be added together and their total divided by 3; the resulting quotient shall be the then fair market rentable value of the Premises.

If, however, the low appraisal and/or the high appraisal are/is more than 10% lower and/or higher than the middle appraisal, the low appraisal and/or the high appraisal shall be disregarded.  If only one appraisal is disregarded, the remaining 2 appraisals shall be added together and their total divided by 2; the resulting quotient shall be the then fair market value of the Premises.  If both the low appraisal and the high appraisal are disregarded as stated in this paragraph, the middle appraisal shall be the then fair market rental value of the Premises.

4.Rent.

4.1Rent Defined.  All monetary obligations of Lessee to Lessor under the terms of this Lease (except for the Security Deposit) are deemed to be rent (“Rent”).

4.2Payment.  Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States on or before the day on which it is due, without offset or deduction (except as specifically permitted in this Lease).  Rent for any period during the term hereof which is for less than one full calendar month shall be prorated based upon the actual number of days of said month.  Payment of Rent shall be made to Lessor at its address stated herein or to such other persons or place as Lessor may from time to time designate in writing.  Acceptance of a payment which is less than the amount then due shall not be a waiver of Lessor’s rights to the balance of such Rent, regardless of Lessor’s endorsement of any check so stating.  In the event that any check, draft, or other instrument of payment given by Lessee to Lessor is dishonored for any reason, Lessee agrees to pay to Lessor the sum of $25 in addition to any Late Charge and Lessor, at its option, may require all future payments to be made by Lessee to be by cashier’s check.  Payments will be applied first to accrued late charges and attorney’s fees, second to accrued interest, then to Base Rent and Operating Expense Increase, and any remaining amount to any other outstanding charges or costs.

4.3Association Fees.  In addition to the Base Rent, Lessee shall pay to Lessor each month an amount equal to any owner’s association or condominium fees levied or assessed against the Premises.  Said monies shall be paid at the same time and in the same manner as the Base Rent.

5.Security Deposit.  Lessee shall deposit with Lessor upon execution hereof the Security Deposit as security for Lessee’s faithful performance of its obligations under this Lease.  If Lessee fails to pay Rent, or otherwise Defaults under this Lease, Lessor may use, apply or retain all or any portion of said Security Deposit for the payment of any amount due Lessor or to reimburse or compensate Lessor for any liability, expense, loss

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or damage which Lessor may suffer or incur by reason thereof.  If Lessor uses or applies all or any portion of the Security Deposit, Lessee shall within 10 days after written request therefor deposit monies with Lessor sufficient to restore said Security Deposit to the full amount required by this Lease.  Lessor shall not be required to keep the Security Deposit separate from its general accounts.  Within 14 days after the expiration or termination of this Lease, if Lessor elects to apply the Security Deposit only to unpaid Rent, and otherwise within 30 days after the Premises have been vacated pursuant to Paragraph 7.4(c) below, Lessor shall return that portion of the Security Deposit not used or applied by Lessor.  No part of the Security Deposit shall be considered to be held in trust, to bear interest or to be prepayment for any monies to be paid by Lessee under this Lease.

6.Use.

6.1Use.   Lessee shall use and occupy the Premises only for the Agreed Use, or any other legal use which is reasonably comparable thereto, and for no other purpose.  Lessee shall not use or permit the use of the Premises in a manner that is unlawful, creates damage, waste or a nuisance, or that unreasonably disturbs occupants of or causes damage to neighboring premises or properties.  Lessor shall not unreasonably withhold or delay its consent to any written request for a modification of the Agreed Use, so long as the same will not impair the structural integrity of the improvements on the Premises or the mechanical or electrical systems therein, and/or is not significantly more burdensome to the Premises.  If Lessor elects to withhold consent, Lessor shall within 7 days after such request give written notification of same, which notice shall include an explanation of Lessor’s objections to the change in the Agreed Use.

6.2Hazardous Substances.

(a)Reportable Uses Require Consent.  The term “Hazardous Substance” as used in this Lease shall mean any product, substance, or waste whose presence, use, manufacture, disposal, transportation, or release, either by itself or in combination with other materials expected to be on the Premises, is either: (i) potentially injurious to the public health, safety or welfare, the environment or the Premises, (ii) regulated or monitored by any governmental authority, or (iii) a basis for potential liability of Lessor to any governmental agency or third party under any applicable statute or common lay theory.  Hazardous Substances shall include, but not be limited to, hydrocarbons, petroleum, gasoline, and/or crude oil or any products or actions thereof.  Lessee shall not engage in any activity in or on the Premises which constitutes a Reportable Use of Hazardous Substances without the express prior written consent of Lessor and timely compliance (at Lessee’s expense) with all Applicable Requirements.  “Reportable Use” shall mean (i) the installation or use of any above or below ground storage tank, (ii) the generation, possession, storage, use, transportation, or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report, notice, registration or business plan is required to be filed with, any governmental authority, and/or (iii) the presence at the Premises of a Hazardous Substance with respect to which any Applicable Requirements requires that a notice be given to persons entering or occupying the Premises or neighboring properties.  Notwithstanding the foregoing, Lessee may use any ordinary and customary materials reasonably required to be used in the normal course of the Agreed Use, ordinary office supplies (copier toner, liquid paper, glue, etc.) and common household cleaning materials, so long as such use is in compliance with all Applicable Requirements, is not a Reportable Use, and does not expose the Premises or neighboring property to any meaningful risk of contamination or damage or expose Lessor to any liability therefor.  Prior to executing this Lease, Lessee shall complete, execute and deliver to Lessor an initial Hazardous Materials Disclosure Certificate (the “HazMat Certificate”) in the form attached as Exhibit “B” and incorporated herein by this reference.  Lessee covenants, represents and warrants to Lessor that the information to be submitted on the HazMat Certificate shall be true and correct and shall accurately

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describe the uses of the Hazardous Materials which will be made and/or used on the Premises by Lessee.  In addition, Lessee shall, commencing on the date which is one year from the Commencement Date and continuing every year thereafter, complete, execute and deliver to Lessor a Hazardous Materials Disclosure Certificate (the “Annual HazMat Certificate”) describing Lessee then present use of Hazardous Materials on the Premises, and any other reasonably necessary documents as requested by Lessor.  The Annual HazMat Certificate required hereunder shall be substantially in the form which is attached hereto as Exhibit “B”.  In addition, Lessor may condition its consent to any other Reportable Use upon receiving such additional assurances as Lessor reasonably deems necessary to protect itself, the public, the Premises and/or the environment against damage, contamination, injury and/or liability, including, but not limited to, the installation (and removal on or before Lease expiration or termination) of protective modifications (such as concrete encasements).

(b)Duty to Inform Lessor.  If Lessee knows, or has reasonable cause to believe, that a Hazardous Substance has come to be located in, on, under or about the Premises, other than as previously consented to by Lessor, Lessee shall immediately give written notice of such fact to Lessor, and provide Lessor with a copy of any report, notice, claim or other documentation which it has concerning the presence of such Hazardous Substance.

(c)Lessee Remediation. Lessee shall not cause or permit any Hazardous Substance to be spilled or released in, on, under, or about the Premises (including through the plumbing or sanitary sewer system) and shall promptly, at Lessee’s expense, comply with all Applicable Requirements and take all investigatory and/or remedial action reasonably required, for the cleanup of any contamination of, and for the maintenance, security and/or monitoring of the Premises or neighboring properties, that was caused or materially contributed to by Lessee, or pertaining to or involving any Hazardous Substance brought onto the Premises during the term of this Lease, by or for Lessee, or any third party.

(d)Lessee Indemnification.  Lessee shall indemnify, defend and hold Lessor, its agents, employees, lenders and ground lessor, if any, harmless from and against any and all loss of rents and/or damages, liabilities, judgments, claims, expenses, penalties, and attorneys’ and consultants’ fees arising out of or involving any Hazardous Substance brought onto the Premises by or for Lessee, or any third party (provided, however, that Lessee shall have no liability under this Lease with respect to underground migration of any Hazardous Substance under the Premises from adjacent properties not caused or contributed to by Lessee).   Lessee’s obligations shall include, but not be limited to, the effects of any contamination or injury to person, property or the environment created or suffered by Lessee, and the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease.  No termination, cancellation or release agreement entered into by Lessor and Lessee shall release Lessee from its obligations under this Lease with respect to Hazardous Substances, unless specifically so agreed by Lessor in writing at the time of such agreement.

(e)Lessor Indemnification. Lessor and its successors and assigns shall indemnify, defend, reimburse and hold Lessee, its employees and lenders, harmless from and against any and all environmental damages, including the cost of remediation, which result from Hazardous Substances which existed on the Premises prior to Lessee’s occupancy or which are caused by the gross negligence or willful misconduct of Lessor, its agents or employees.  Lessor’s obligations, as and when required by the Applicable Requirements, shall include, but not be limited to, the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease.

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(f)Investigations and Remediations.  Lessor shall retain the responsibility and pay for any investigations or remediation measures required by governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to Lessee’s occupancy, unless such remediation measure is required as a result of Lessee’s use (including “Alterations”, as defined in paragraph 7.3(a) below) of the Premises, in which event Lessee shall be responsible for such payment.  Lessee shall cooperate fully in any such activities at the request of Lessor, including allowing Lessor and Lessor’s agents to have reasonable access to the Premises at reasonable times in order to carry out Lessor’s investigative and remedial responsibilities.

(g)Lessor Termination Option.  If a Hazardous Substance Condition (see Paragraph 9.1(e)) occurs during the term of this Lease, unless Lessee is legally responsible therefor (in which case Lessee shall make the investigation and remediation thereof required by the Applicable Requirements and this Lease shall continue in full force and effect, but subject to Lessor’s rights under Paragraph 6.2(d) and Paragraph 13), Lessor may, at Lessor’s option, either (i) investigate and remediate such Hazardous Substance Condition, if required, as soon as reasonably possible at Lessor’s expense, in which event this Lease shall continue in full force and effect, or (ii) if the estimated cost to remediate such condition exceeds 12 times the then monthly Base Rent or $100,000, whichever is greater, give written notice to Lessee, within 30 days after receipt by Lessor of knowledge of the occurrence of such Hazardous Substance Condition, of Lessor’s desire to terminate this Lease as of the date 60 days following the date of such notice.  In the event Lessor elects to give a termination notice, Lessee may, within 10 days thereafter, give written notice to Lessor of Lessee’s commitment to pay the amount by which the cost of the remediation of such Hazardous Substance Condition exceeds an amount equal to 12 times the then monthly Base Rent or $100,000, whichever is greater.  Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days following such commitment.  In such event, this Lease shall continue in full force and effect, and Lessor shall proceed to make such remediation as soon as reasonably possible after the required funds are available.  If Lessee does not give such notice and provide the required funds or assurance thereof within the time provided, this Lease shall terminate as of the date specified in Lessor’s notice of termination.

6.3Lessee’s Compliance with Applicable Requirements.  Except as otherwise provided in this Lease, Lessee shall, at Lessee’s sole expense, fully, diligently and in a timely manner, materially comply with all Applicable Requirements, and the reasonable requirements of any applicable fire insurance underwriter or rating bureau, without regard to whether such Requirements are now in effect or become effective after the Start Date.  Lessee shall, within 10 days after receipt of Lessor’s written request, provide Lessor with copies of all permits and other documents, and other information evidencing Lessee’s compliance with any Applicable Requirements specified by Lessor, and shall immediately upon receipt, notify Lessor in writing (with copies of any documents involved) of any threatened or actual claim, notice, citation, warning, complaint or report pertaining to or involving the failure of Lessee or the Premises to comply with any Applicable Requirements.

6.4Inspection; Compliance.  Lessor and Lessor’s “Lender” (as defined in Paragraph 30) and consultants shall have the right to enter into Premises at any time, in the case of an emergency, and otherwise at reasonable times after reasonable notice, for the purpose of inspecting the condition of the Premises and for verifying compliance by Lessee with this Lease.  The cost of any such inspections shall be paid by Lessor, unless a violation of Applicable Requirements, or a Hazardous Substance Condition (see paragraph 9.1) is found to exist or be imminent, or the inspection is requested or ordered by a governmental authority.  In such case, Lessee shall upon request reimburse Lessor for the cost of such inspection, so long as such inspection reasonably related to the violation or contamination caused by Lessee.  In addition, Lessee shall provide copies of all relevant material safety data sheets (MSDS) to Lessor within 10 days of the receipt of a written request therefor.

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7.Maintenance; Repairs, Utility Installations; Trade Fixtures and Alterations.

7.1Lessee’s Obligations.

(a)In General.  Subject to the provisions of Paragraph 2.2 (Condition), 2.3 (Compliance), 6.2 (Hazardous Substances), 6.3 (Lessee’s Compliance with Applicable Requirements), 7.2 (Lessor’s Obligations), 9 (Damage or Destruction), and 14 (Condemnation), Lessee shall, at Lessee’s sole expense, keep the Premises, Utility Installations (intended for Lessee’s exclusive use, no matter where located), and Alterations in good order, condition and repair (whether or not the portion of the Premises requiring repairs, or the means of repairing the same, are reasonably or readily accessible to Lessee, an whether or not the need for such repairs occurs as a result of Lessee’s use, the elements or the age of such portion of the Premises), including but not limited to, all equipment or facilities, such as plumbing, HVAC equipment, electrical, lighting facilities (including exterior lighting), boilers, pressure vessels, fire protection system, fixtures, interior walls ceilings, roofs, roof drainage systems, floors, windows, doors, plat glass, skylights, landscaping, driveways, parking lots, fences, retaining walls, signs, sidewalks and parkways located in, on, or adjacent to the Premises.  Lessee, in keeping the Premises in good order, condition and repair, shall exercise and perform good maintenance practices, specifically including if procurement and maintenance of the service contracts required by Paragraph 7.1(b) below.  Lessee’s obligations shall include restorations, replacements renewals when necessary to keep the Premises and all improvements thereon or a part thereof in good order, condition and state of repair.  Lessee shall during the term of this Lease, keep the exterior appearance of the Building in a first-class condition (including, e.g. graffiti removal) consistent with the exterior appearance of other similar facilities of comparable age and size in the vicinity, including, when necessary, the exterior repainting of the Building. Lessee shall contract for its own garbage dumpster and store the dumpster in a location as designated by Lessor at all times.  Lessor shall cause all maintenance, repairs an replacements to be done to all landscaping, driveways, parking lots, fences, retaining walls, signs, sidewalks and parkways located in, on or adjacent to the Premises, and to the extent any of the foregoing are Lessee’s obligations, Lessee shall pay Lessor for the costs thereof within thirty (30) days of receiving a bill therefor from Lessor.  Prior to incurring any expense for any of the foregoing which is expected to exceed ten thousand dollars ($10,000), Lessor shall obtain three competitive bids from qualified contractors for the work involved and Lessee shall have the right to select, from the bidding contractors, the contractor to do the work.

(b)Service Contracts.  Lessee shall, at Lessee’s sole expense, procure and maintain contracts, with copies to Lessor, in customary form and substance for, and with contractors specializing and experienced in the maintenance at the following equipment and improvements if any, if and when installed on the Premises: (i) HVAC equipment, (ii) boiler, and pressure vessels, (iii) fire extinguishing systems, including fire alarm and/or smoke detector (iv) landscaping and irrigation systems, (v) roof covering and drains, (vi) clarifiers and (vii) any other equipment, if reasonably required by Lessor.  However, Lessor reserves the right, upon notice to Lessee, to procure and maintain any or all of such service contracts, and if Lessor so elects, Lessee shall reimburse Lessor, upon demand, for the cost thereof.

(c)Failure to Perform.  If Lessee fails to perform Lessee’s obligations under this Paragraph 7.1, Lessor may enter upon the Premises after 10 days’ prior written notice to Lessee (except in the case of an emergency, in which case no notice shall be required), perform such obligations on Lessee’s behalf, and put the Premises in good order, condition and repair, and Lessee shall promptly pay to Lessor a sum equal to 115% of the cost thereof.

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(d)Replacement.  Subject to Lessee’s indemnification of Lessor as set forth in Paragraph 8.7 below, and without relieving Lessee of liability resulting from Lessee’s failure to exercise and perform good maintenance practices, if an item described in Paragraph 7.1(b) cannot be repaired other than at a reasonable cost, then such item shall be replaced by Lessor, and the cost thereof shall be prorated between the Parties and Lessee shall only be obligated to pay, each month during the remainder of the term of this Lease, on the date on which Base Rent is due, an amount equal to the product of multiplying the cost of such replacement by a fraction, the numerator of which is one, and the denominator of which is 144 (i.e. 1/144th of the cost per month).  Lessee shall pay interest on the unamortized balance at a rate that is commercially reasonable in the judgment of Lessor’s accountants.  Lessee may, however, prepay its obligation at any time.

7.2Lessor’s Obligations.  Except for the roof structure, foundations. structural components of exterior walls and other Structural components of the Premises, all of which shall be maintained by Lessor in good condition and repair, and subject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance), 6.2 (Hazardous Substances), 7.1(d) (Replacement), 9 (Damage or Destruction) and 14 (Condemnation), it is intended by the Parties hereto that Lessor have no obligation, in any manner whatsoever, to repair and maintain the Premises, or the equipment therein, all of which obligations are intended to be that of the Lessee, it is the intention of the Parties that the terms of this Lease govern the respective obligations of the Parties as to maintenance and repair of the Premises, and they expressly waive the benefit of any statute now or hereafter in effect to the extent it is inconsistent with the terms of this Lease.  If Lessee fails to perform Lessor’s obligations under this Paragraph 7.2, Lessee may, after 30 days’ prior written notice to Lessor (except in the case of an emergency, in which case the only notice which shall be required is a commercially reasonable notice given the circumstances), perform such obligations upon Lessor’s behalf and put the Premises in good order, condition and repair, and Lessor shall promptly pay to Lessee (or provide a Rent credit for Rent next due and owing under the Lease) a sum equal to the cost thereof, plus Interest (as defined in Paragraph 13.5 below) thereon.

7.3Utility Installations; Trade Fixtures; Alterations.

(a)Definitions.  The term “Utility Installations” refers to all floor and window coverings, air and/or vacuum lines, power panels, electrical distribution, security and fire protection systems, communication cabling, lighting fixtures, HVAC equipment, plumbing, and fencing in or on the Premises.  The term “Trade Fixtures” shall mean Lessee’s machinery and equipment that can be removed without doing material damage to the Premises.  The term “Alterations” shall mean any modification of the improvements, other than Utility Installations or Trade Fixtures, whether by addition or deletion.  “Lessee Owned Alterations and/or Utility Installations” are defined as Alterations and/or Utility installations made by Lessee that are not yet owned by Lessor pursuant to Paragraph 7.4(a).

(b)Consent.  Except for the Trade Fixtures, Utility Installations and Alterations described in Exhibit “C’, all of which have been consented to by Lessor, Lessee shall not make any Alterations or Utility Installations to the Premises without Lessor’s prior written consent.  Lessee may, however, make non-structural Utility Installations to the interior of the Premises (excluding the roof) without such consent but upon notice to Lessor, as long as they are not visible from the outside, do not involve puncturing, relocating or removing the roof or any existing walls, will not affect the electrical, plumbing, HVAC, and/or life safety systems, and the cumulative cost thereof during this Lease as extended does not exceed a sum equal to 3 month’s Base Rent in the aggregate or sum equal to one month’s Base Rent in any one year.  Notwithstanding the foregoing, Lessee shall not make or permit any roof penetrations and/or install anything on the roof without the prior written approval of Lessor.  Lessor may, as a precondition to granting such approval, require Lessee to utilize a contractor chosen and/or approved by Lessor.  Any Alterations or Utility installations that Lessee shall desire to

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make and which require the consent of the Lessor shall be presented to Lessor in written form with detailed plans.  Consent shall be deemed conditioned upon Lessee’s:  (i) acquiring all applicable governmental permits, (ii) furnishing Lessor with copies of both the permits and the plans and specifications prior to commencement of the work, and (iii) compliance with all conditions of said permits and other Applicable Requirements in a prompt and expeditious manner.  Any Alterations or Utility installation shall be performed in a workmanlike manner with good and sufficient materials. Lessee shall promptly upon completion furnish Lessor with as-built plans and specifications.  For work which costs an amount in excess of one month’s Base Rent, Lessor may condition its consent upon Lessee providing a lien and completion bond in an amount equal to 150% of the estimated cost of such Alteration or Utility Installation.

(c)Liens; Bonds.  Lessee shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for Lessee at or for use on the Premises, which claims are or may be secured by any mechanic’s or materialmen’s lien against the Premises or any interest therein.  Lessee shall give Lessor not less than 10 days’ notice prior to the commencement of any work in, on or about the Premises, and Lessor shall have the right to post notices of non-responsibility.  If Lessee shall contest the validity of any such lien, claim or demand, then Lessee shall, at its sole expense defend and protect itself, Lessor and the Premises against the same and shall pay and satisfy any such adverse judgment that may be rendered thereto before the enforcement thereof.  If Lessor shall require, Lessee shall furnish a surety bond in an amount equal to 150% of the amount of such contested lien claim or demand, indemnifying Lessor against liability for the same.  If Lessor elects to participate in any such action, Lessee shall pay Lessor’s attorneys’ fees and costs.

7.4Ownership; Removal; Surrender; and Restoration.

(a)Ownership.  Subject to Lessor’s right to require removal or elect ownership as hereinafter provided, all Alterations and Utility Installations made by Lessee shall be the property of Lessee, but considered a part of the Premises.  Lessor may, at any time, elect in writing to be the owner of all or any specified part of the Lessee Owned Alterations and Utility Installations.  Unless otherwise instructed per paragraph 7.4(b) hereof, all Lessee Owned Alterations and Utility Installations shall, at the expiration or termination of this Lease, become the property of Lessor and be surrendered by Lessee with the Premises.

(b)Removal.  By delivery to Lessee of written notice from Lessor which notice shall be given, if at all, concurrently with Lessor’s consent to proposed Alteration or Utility Installation, Lessor may require that any or all Lessee Owned Alterations or Utility Installations be removed by the expiration or termination of this Lease.  Lessor may require the removal at any time of any or any part of any Lessee Owned Alterations or Utility Installations made without the required consent,

(c)Surrender; Restoration. Lessee shall surrender the Premises by the Expiration Date or any earlier termination date, with all of the improvements, parts and surfaces thereof broom clean and free of debris, and in good operating order, condition and state of repair, ordinary wear and tear excepted.  “Ordinary wear and tear” shall not include any damage or deterioration that would have been prevented by good maintenance practice Notwithstanding the foregoing, if this Lease is for 12 months or less, then Lessee shall surrender the Premises in the same condition as delivered to Lessee on the Start Date with NO allowance for ordinary wear and tear.  Lessee shall repair any damage occasioned by the installation, maintenance or removal of Trade Fixtures, Lessee owned Alterations and/or Utility Installations, furnishings, and equipment as well as the removal of any storage tank installed by for Lessee.  Lessee shall remove from the Premises any and all Hazardous Substances brought onto the Premises by or for Lessee, or any third party (except Hazardous Substances which were deposited via underground migration from areas outside of the Premises, or if

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applicable, the Project); provided, however, that Lessee shall not be obligated to perform or pay for work that exceeds statutory or regulatory requirements Trade Fixtures, including, without limitation, Lessee’s crane and paint booth, shall remain the property of Lessee and shall be removed by Lessee. Any personal property of Lessee not removed on or before the Expiration Date or any earlier termination date shall be deemed to have been abandoned by Lessee and may be disposed of or retained by Lessor as Lessor may desire.  The failure by Lessee to timely vacate the Premises pursuant to this Paragraph 7.4(c) without the express written consent of Lessor shall constitute a holdover under the provisions of Paragraph 26 below.  Except for Lessee’s obligations pertaining to Hazardous Substances, Lessor shall be deemed to have agreed that Lessee has performed its maintenance and repair obligations hereunder and that Lessee has surrendered the Premises in the condition required in this Lease if Lessor does not specify, in reasonable detail, in a written notice to Lessee given within 90 days after the surrender of the Premises to Lessor, any failure by Lessee to perform such maintenance and repair and to so surrender the Premises to Lessor or, if Lessor does not correct any such failure within a reasonable time thereafter, not to exceed 90 days after such notice is given to Lessee.

8.Insurance; Indemnity.

8.1Payment For Insurance.  Lessee shall pay for all insurance required under Paragraph 8 except to the extent of the cost attributable liability Insurance carried by Lessor under Paragraph 8.2(b) in excess of $2,000,000 per occurrence.  Premiums for policy periods commencing prior to [the beginning of] the Lease Term shall be proratedto correspond to the Lease Term.  Payments shall be made by Lessee to Lessor within 10 days following receipt of an invoice.

8.2Liability Insurance.

(a)Carried by Lessee.  Lessee shall obtain and keep in force a Commercial General Liability policy of insurance protecting Lessee and Lessor as an additional insured against claims for bodily injury, personal injury and property damage based upon or arising out of the ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto having a standard Pollution Exclusion.  Such insurance shall be on an occurrence basis providing single limit coverage in an amount not less than $1,000,000 per occurrence with an annual aggregate of not less than $2,000,000, an “Additional Insured-Managers or Lessors of Premises Endorsement” and contain the “Amendment of the Pollution Exclusion Endorsement” for damage caused by heat, smoke or fumes from a hostile fire.  The policy shall not contain any intra-insured exclusions as between insured persons or organizations but shall include coverage for liability assumed under this Lease as an “insured contract” for the performance of Lessee’s indemnity obligations under this Lease.  The limits of said insurance shall not, however, limit the liability of Lessee nor relieve Lessee of any obligation hereunder.  All insurance carried by Lessee shall be primary to and not contributory with any similar insurance carried by Lessor, whose insurance shall be considered excess insurance only.

(b)Carried by Lessor.  Lessor shall maintain liability insurance as described if Paragraph 8.2(a), in addition to, and not in lieu of, the insurance required to be maintained by Lessee. Lessee shall not be named as an additional insured therein.

8.3Property Insurance - Building, Improvements and Rental Value.

(a)Building and Improvements.  The Insuring Party shall obtain and keep in force a policy or policies in the name of Lessor, with loss payable to Lessor, any ground-lessor, and to any Lender insuring loss or damage to the Premises.  The amount of such insurance shall be equal to the full replacement cost of the

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Premises, as the same shall exist from time to time, or the amount required by any Lender, but in no event more than the commercially reasonable and available insurable value thereof.  If Lessor is the Insuring Party, however, Lessee Owned Alterations and Utility Installation, Trade Fixtures, and Lessee’s personal property shall be insured by Lessee under Paragraph 8.4 rather than by Lessor.  If the coverage is available and commercially appropriate, such policy or policies shall insure against all risks of direct physical loss or damage (except the perils of flood and/or earthquake unless required by a Lender), including coverage for debris removal and the enforcement of any Applicable Requirements requiring the upgrading, demolition, reconstruction or replacement of any portion of the Premises as the result of a covered loss.  Said policy or policies shall also contain an agreed valuation provision in lieu of any coinsurance clause, waiver of subrogation, and inflation guard protection causing an increase in the annual property insurance coverage amount by a factor of not less than the adjusted U.S. Department of Labor Consumer Price Index for All Urban Consumers for the city nearest where the Premises are located.  If such insurance coverage has a deductible clause, the deductible amount shall not exceed $1,000 per occurrence, and Lessee shall be liable for such deductible amount in the event of an Insured Loss.

(b)Rental Value.  The Insuring Party shall obtain and keep in force a policy or policies in the name of Lessor with loss payable to Lessor and any Lender, insuring the loss of the full Rent for one year with an extended period of indemnity for an additional 180 days (“Rental Value insurance”).  Said insurance shall contain an agreed valuation provision in lieu of any coinsurance clause, and the amount of coverage shall be adjusted annually to reflect the projected Rent otherwise payable by Lessee, for the next 12 month period.

(c)Adjacent Premises. If the Premises are part of a larger building, or of a group of buildings owned by Lessor which are adjacent to the Premises, the Lessee shall pay for any increase in the premiums for the property insurance of such building or buildings if said increase is caused by Lessee acts, omissions, use or occupancy of the Premises.

8.4Lessee’s Property; Business Interruption Insurance.

(a)Property Damage.  Lessee shall obtain and maintain insurance coverage on all of Lessee’s personal property, Trade Fixtures, and Lessee Owned Alterations and Utility Installations.  Such insurance shall be full replacement cost coverage.  The proceeds from any such insurance shall be used by Lessee for the replacement of personal property, Trade Fixtures and Lessee Owner Alterations and Utility Installations. Lessee shall provide Lessor with written evidence that such insurance is in force.

(b)Business Interruption.  Lessee shall obtain and maintain loss of income and extra expense insurance in amounts as will reimburse Lessee for direct or indirect loss of earnings attributable to all perils commonly insured against by prudent lessees in the business of Lessee or attributable to prevention of access to the Premises as a result of such perils.

(c)No Representation of Adequate Coverage.  Lessor makes no representation that the limits or forms of coverage of insurance specified herein are adequate to cover Lessee’s property, business operations or obligations under this Lease.

8.5Insurance Policies.  Insurance required herein shall be by companies duly licensed or admitted to transact business in the state where the Premises are located, and maintaining during the policy term a “General Policyholders Rating” of at least B+, V, as set forth in the most current issue “Best’s Insurance Guide”, or such other rating as may be required by a Lender.   Lessee shall not do or permit to be done anything

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which invalidates the required insurance policies.  Lessee shall, prior to the Start Date, deliver to Lessor certified copies of policies of such insurance or certificates evidencing the existence and amounts of the required insurance.  No such policy shall be cancelable or subject to modification except after 30 days prior written notice to Lessor.  Lessee shall, at least 5 business days prior to the expiration of such policies, furnish Lessor with evidence of renewals or “insurance binders” evidencing renewal thereof, or Lessor may order such insurance and charge the cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon demand.  Such policies shall be for a term of at least one year, or the length of the remaining term of this Lease, whichever is less, and may provided for customary exclusions.  If either Party shall fail to procure and maintain the insurance required to be carried by it, the other Party may, but shall not be require to, procure and maintain the same.

8.6Waiver of Subrogation.  Without affecting any other rights or remedies, Lessee and Lessor each hereby release and relieve the other and waive their entire right to recover damages against the other, for loss of or damage to its property arising out of or incident to the perils required to be insured against herein.  The effect of such releases and waivers is not limited by the amount of insurance carried or required, or by any deductibles applicable hereto.  The Parties agree to have their respective property damage insurance carriers waive any right to subrogation that such companies may have against Lessor or Lessee, as the case may be, so long as the insurance is not invalidated thereby.

8.7Indemnity.  Except for Lessor’s gross negligence or willful misconduct, Lessee shall indemnify, protect, defend and hold harmless the Premises, Lessor and its agents, Lessor’s master or ground lessor, partners and Lenders, from and against any and all claims, loss of rents and/or damage liens, judgments, penalties, attorneys’ and consultants’ fees, expenses and/or liabilities arising out of, involving, or in connection with, the use and/or occupancy of the Premises by Lessee.  If any action or proceeding is brought against Lessor by reason of any of the foregoing matters, Lessee shall upon notice defend the same at Lessee’s expense by counsel reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee in such defense.  Lessor need not have first paid any such claim in order to be defended or indemnified.

8.8Exemption of Lessor from Liability.  Lessor shall not be liable for injury or damage to the person or goods, wares, merchandise or other property of Lessee, Lessee’s employees, contractors, invitees, customers, or any other person in or about the Premises, whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers, wire appliances, plumbing, HVAC or lighting fixtures, or from any other cause, whether the said injury or damage results from conditions arising upon the Premise, or upon other portions of the building of which the Premises are a part, or from other sources or places.  Lessor shall not be liable for any damages arising from any act or neglect of any other tenant of Lessor nor from the failure of Lessor to enforce the provisions of any other lease in the Project. Notwithstanding Lessor’s negligence or breach of this Lease, Lessor shall under no circumstances be liable for injury to Lessee’s business or for any loss of income or profit therefrom.

8.9Failure to Provide Insurance.  Lessee acknowledges that any failure on its part to obtain or maintain the Insurance required herein will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain.  Accordingly, for any month or portion thereof that Lessee does not maintain the required insurance and/or does not provide Lessor with the required binders or certificates evidencing the existence of the required insurance, the Base Rent shall be automatically increased, without any requirement for notice to Lessee by an amount equal to 10% of the then existing Base Rent or $100, whichever is greater.  The parties agree that such increase in Base Rent

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represents fair and reasonable compensation for the additional risk/costs that Lessor will incur by reason of Lessee’s failure to maintain the required Insurance.  Such increase in Base Rent shall in no event constitute a waiver of Lessee’s Default or Breach with respect to the failure to maintain such insurance, prevent the exercise of any of the other rights and remedies granted hereunder, nor relieve Lessee of its obligation to maintain the insurance specified in this Lease.

9.Damage or Destruction.

9.1Definitions.

(a)“Premises Partial Damage” shall mean damage or destruction to the improvements on the Premises, other than Lessee Owner Alterations and Utility Installations, which can reasonably be repaired in 6 months or less from the date of the damage or destruction.  Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total.

(b)“Premises Total Destruction” shall mean damage or destruction to the Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which cannot reasonably be repaired in 6 months or less from the date of the damage or destruction.  Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total.

(c)“Insured Loss” shall mean damage or destruction to improvements on the Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which was caused by an event required to be covered by the insurance described in Paragraph 8.3(a), irrespective of any deductible amounts or coverage limits involved.

(d)“Replacement Cost” shall mean the cost to repair or rebuild the improvements owned by Lessor at the time of the occurrence to the condition existing immediately prior thereto, including demolition debris removal and upgrading required by the operation of Applicable Requirements and without deduction for depreciation.

(e)“Hazardous Substance Condition” shall mean the occurrence or discovery of a condition involving the presence of, or contamination by, a Hazardous Substance as defined in Paragraph 6.2(a), in, on, or under the Premises which requires repair, remediation or restoration.

9.2Partial Damage - Insured Loss.  If a Premises Partial Damage that is an Insured Loss occurs, then Lessor shall, at Lessor’s expense, repair such damage (but not Lessee’s Trade Fixtures or Lessee Owned Alterations and Utility Installations) as soon as reasonably possible and this Lease shall continue in full force and effect; provided, however, that Lessee shall, at Lessor’s election, make the repair of any damage or destruction the total cost repair of which is $10,000 or less, and, in such event, Lessor shall make any applicable insurance proceeds available to Lessee on a reasonable basis for this purpose.  Notwithstanding the foregoing, if the required insurance was not in force or the insurance proceeds are not sufficient to effect such repair, the Insuring Party shall promptly contribute the shortage in proceeds (except as to the deductible which is Lessee’s responsibility) as and when required to complete said repairs.  In the event, however, such shortage was due to the fact that, by reason of the unique nature of the improvements, full replacement cost insurance coverage was not commercially reasonable and available, Lessor shall have no obligation to pay for the shortage in insurance proceeds or fully restore the unique aspects of the Premises unless Lessee provides Lessor with the funds to cover same, or adequate assurance thereof, within 10 days following receipt of written notice of such shortage

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and request therefor.  If Lessor receives said funds or adequate assurance thereof within said 10 day period, the party responsible for making the repairs shall complete them as soon as reasonably possible and this Lease shall remain in full force and effect.  If such funds or assurance are not received, Lessor may nevertheless elect by written notice to Lessee within 10 days thereafter to: (i) make such restoration and repair as is commercially reasonable with Lessor paying any shortage in proceeds in which case this Lease shall remain in full force and effect, or have this Lease terminate 30 days thereafter; provided, however, that the option to terminate this Lease as set forth under clause (ii) shall be available to Lessor only if the Insured Loss results from the action or inaction of Lessee at the Premises.  Lessee shall not be entitled to reimbursement of any funds contributed by Lessee to repair any such damage or destruction.  Premises Partial Damage due to flood or earthquake shall be subject to Paragraph 9.3, notwithstanding that there may be some insurance coverage, but the net proceeds of any such insurance shall be made available for the repairs if made by either Party.

9.3Partial Damage - Uninsured Loss.  If a Premises Partial Damage that is not an Insured Loss occurs, unless caused by a negligent willful act of Lessee (in which event Lessee shall make the repairs at Lessee’s expense), Lessor may either: (i) repair such damage as soon as reasonably possible at Lessor’s expense, in which event this Lease shall continue in full force and effect, or (ii) terminate this Lease by giving written notice to Lessee within 30 days after receipt by Lessor of knowledge of the occurrence of such damage.  Such termination shall be effective 60 days following the date of such notice.  In no event shall Lessor have the right to terminate this Lease under this Paragraph 9.3 if the cost of repair of the damage is expected to be less than $500,000 (unless the repair is required due to damage caused by terrorism or Acts of God, including earthquake and flood; provided, however, that such exclusions shall not be applicable if Lessor commences to repair the building within 6 months of the occurrence of such damage and Lessee elects to require Lessor to rescind such termination).  In the event Lessor elects to terminate this Lease, Lessee shall have the right within 10 days after receipt of the termination notice to give written notice to Lessor of Lessee’s commitment to pay for the repair of such damage without reimbursement from Lessor.  Lessee shall provide Lessor with said funds satisfactory assurance thereof within 30 days after making such commitment. In such event this Lease shall continue in full force and effect, and Lessor shall proceed to make such repairs as soon as reasonably possible after the required funds are available.  If Lessee does not make the required commitment, the Lease shall terminate as of the date specified in the termination notice.

9.4Total Destruction.  Notwithstanding any other provision hereof, if a Premises Total Destruction occurs, this Lease shall terminate 60 days following such Destruction. If the damage or destruction was caused by the gross negligence or willful misconduct of Lessee, Lessor shall have the right to recover Lessor’s damages from Lessee, except as provided in Paragraph 8.6.

9.5Damage Near End of Term.  If at any time during the last 6 months of this Lease there is damage for which the cost to repair exceeds one month’s Base Rent, whether or not an Insured Loss, Lessor may terminate this Lease effective 60 days following the date of occurrence of such damage by giving a written termination notice to Lessee within 30 days after the date of occurrence of such damage.  Notwithstanding the foregoing, if Lessee at the time has an exercisable option to extend this Lease or to purchase the Premises, then Lessee may preserve this Lease by, (a) exercising such option and (b) providing Lessor with any shortage in insurance proceeds (or adequate assurance thereof) needed to make the repairs on or before the earlier of (i) the date which is 10 days after Lessee’s receipt of Lessor’s written notice purporting to terminate this Lease, or (ii) the day prior to the date upon which such option expires.  If Lessee duly exercises such option during such period and provides Lessor with funds (or adequate assurance thereof) to cover any shortage insurance proceeds, Lessor shall, at Lessor’s commercially reasonable expense, repair such damage as soon as reasonably possible and this Lease shall continue in full force and effect,  If Lessee fails to exercise such option and

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provide such funds or assurance during such period, then this Lease shall terminate on the date specified in the termination notice and Lessee’s option shall be extinguished.

9.6Abatement of Rent; Lessee’s Remedies.

(a)Abatement.  In the event of Premises Partial Damage or Premises Total Destruction or a Hazardous Substance Condition for which Lessee is not responsible under this Lease, the Rent payable by Lessee for the period required for the repair, remediation or restoration of such damage shall be abated in proportion to the degree to which Lessee’s use of the Premises is impaired, but not to exceed the proceeds received from the Rental Value insurance.  All other obligations of Lessee hereunder shall be performed by Lessee, and Lessor shall have no liability for any such damage, destruction, remediation, repair or restoration except as provided herein.

(b)Remedies.  If Lessor shall be obligated to repair or restore the Premises and does not commence, in a substantial and meaningful way, such repair or restoration within 90 days after such obligation shall accrue, Lessee may, at any time prior to the commencement of such repair or restoration, give written notice to Lessor and to any Lenders of which Lessee has actual notice, of Lessee’s election to terminate this Lease on a date not less than 60 days following the giving of such notice.  If Lessee gives such notice and such repair or restoration is not commenced within 30 days thereafter, this Lease shall terminate as of the date specified in said notice.  If the repair or restoration is commenced within such 30 days, this Lease shall continue in full force and effect.  “Commence” shall mean either the unconditional authorization of the preparation of the required plans, or the beginning of the actual work on the Premises, whichever first occurs.  If Lessor shall be obligated to repair or restore the Premises and does not substantially complete such repair or restoration within 180 days of the damage or destruction to the Premises as such period may be extended by matters not within the reasonable control of Lessor, Lessee may, at any time prior to such substantial completion, given written notice to Lessor, and to any Lenders of which Lessee has actual notice, of Lessee’s election to terminate this Lease on a date not later than 30 days following the giving of such notice.  In the event that the repair or restoration is completed within said 30 days, this lease shall continue in full force and effect, notwithstanding Lessee’s election to terminate.

9.7Termination; Advance Payments.  Upon termination of this Lease pursuant to Paragraph 6.2(g) or Paragraph 9, an equitable adjustment shall be made concerning advance Base Rent and any other advance payments made by Lessee to Lessor.  Lessor shall, in addition, return to Lessee so much of Lessee’s Security Deposit as has not been, or is not then required to be, used by Lessor.

9.8Waive Statutes.  Lessor and Lessee agree that the terms of this Lease shall govern the effect of any damage to or destruction of the Premises with respect to the termination of this Lease and hereby waive the provisions of any present or future statute to the extent inconsistent herewith.

10.Real Property Taxes.

10.1Definition.  As used herein, the term “Real Property Taxes” shall include any form of assessment; real estate, general, special, ordinary or extraordinary, or rental levy or tax (other than inheritance, personal income or estate taxes); improvement bond; and/or license fee imposed upon or levied against any legal or equitable interest of Lessor in the Premises or the Project, Lessor’s right to other income therefrom, and/or Lessor’s business of leasing by any authority having the direct or indirect power to tax and where the funds are generated with reference to the Building address and where the proceeds so generated are to be

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applied by the city, county or other local taxing authority of a jurisdiction within which the Premises are located.  Real Property Taxes shall also include any tax, fee, levy, assessment or charge, or any increase therein: (i) imposed by reason of events occurring during the term of this Lease including but not limited to, a change in the ownership of the Premises, and (ii) levied or assessed on machinery or equipment provided by Lessor to Lessee pursuant to this Lease.  Notwithstanding the foregoing, any Real Property Taxes which may be paid in installments shall be so paid, and Lessee shall pay when due only those installments which are applicable to the Term.  Any overpayments of Real Property Taxes by Lessee shall, at Lessee’s election, be promptly refunded by Lessor or credited to the next Installment of Rent; provided, however, that if the overpayment was made to the governmental agency collecting said Real Property Taxes, the overpayment shall not be required to be paid or credited to Lessee until Lessor receives the applicable refund from such governmental agency. In no event shall Lessee be liable or responsible for any traffic impact fee or imposition which may be levied as a result of any change in use of the Premises resulting from Lessee’s initial use of the Premises.

10.2Payment of Taxes.  In addition to Base Rent, Lessee shall pay to Lessor an amount equal to the Real Property Tax installment due at least 20 days prior to the applicable delinquency date.  If any such installment shall cover any period of time prior to or after the expiration or termination on this Lease, Lessee’s share of such installment shall be prorated.  In the event Lessee incurs a late charge on any Rent payment, Lessor may estimate the current Real Property Taxes, and require that such taxes be paid in advance to Lessor by Lessee monthly in advance with the payment of the Base Rent.  Such monthly payments shall be an amount equal to the amount of the estimated installment of taxes divided by the number of months remaining before the month in which said installment becomes delinquent. When the actual amount of the applicable tax bill is known, the amount of such equal monthly advance payments shall be adjusted as required to provide the funds needed to pay the applicable taxes.  If the amount collected by Lessor is insufficient to pay such Real Property Taxes when due, Lessee shall pay Lessor, upon demand, such additional sum as is necessary.  Advance payments may be intermingled with MISSED TEXT in the event of a Breach by Lessee in the performance of its obligations under this Lease, then such advance payments may be treated by Lessor as an additional Security Deposit.

10.3Joint Assessment.  If the Premises are not separately assessed, Lessee’s liability shall be an equitable proportion of the Real Property Taxes for all of the land and improvements included within the tax parcel assessed, such proportion to be reasonably determined by Lessor from the respective valuations assigned in the assessor’s work sheets or such other information as may be reasonably available.

10.4Personal Property Taxes.  Lessee shall pay, prior to delinquency, all taxes assessed against and levied upon Lessee Owned Alterations Utility Installations, Trade Fixtures, furnishings, equipment and all personal property of Lessee.  When possible, Lessee shall cause its Lessee Owner Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all other personal property to be assessed and billed separately from the real property of Lessor.  If any of Lessee’s said property shall be assessed with Lessor’s real property, Lessee shall pay Lessor the taxes attributable to Lessee property within 10 days after receipt of a written statement setting forth the taxes applicable to Lessee’s property.

11.Utilities and Services.  Lessee shall pay for all water, gas, heat, light, power, telephone, trash disposal and other utilities and services supplied to the Premises together with any taxes thereon.  If any such services are not separately metered or billed to Lessee, Lessee shall pay a reasonable proportion to be determined by Lessor, of all charges jointly metered or billed.  There shall be no abatement of rent and Lessor shall not be liable in any respect whatsoever for the inadequacy, stoppage, interruption or discontinuance of any utility or

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service due to riot, strike, labor dispute, breakdown, accident, repair or other cause beyond Lessor’s reasonable control or in cooperation with governmental request or directions.

12.Assignment and Subletting.

12.1Lessor’s Consent Required.

(a)Except for any “Permitted Transfer,” Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or encumber (collectively, “assign or assignment”) or sublet all or any part of Lessee’s interest in this Lease or in the Premises without Lessor’s prior written consent.

(b)Unless Lessee is a corporation and its stock is publicly traded on a national stock exchange, a change in the control of Lessee shall constitute an assignment requiring consent.  The transfer, on a cumulative basis, of 25% or more of the voting control of Lessee shall constitute a change in control for this purpose.  Notwithstanding anything to the contrary herein, no consent shall be required for or in connection with any “Permitted Transfer” of this Lease which is any sublease or assignment of this Lease to any party which directly or indirectly (i) owns or controls Lessee. (ii) is owned or controlled by Lessee. (iii) is under common ownership or control with Lessee, or (iv) into which Lessee or any of the foregoing parties is merged, consolidated or reorganized or to which all or substantially all of Lessee’s or such other party’s stock or assets are transferred, provided (a) Lessor shall receive an executed copy of the transfer document promptly after execution and (b) the transferee shall expressly assume Lessee’s obligations hereunder.  Notwithstanding anything herein to the contrary, in the event of a Permitted Transfer which is an assignment to a financially responsible transferee which Lessor would accept as a direct tenant, Lessor shall, at Lessee’s request, execute a commercially reasonable release of Lessee from further liability under this Lease; provided, however, that if such transferee’s assumption of Lessee’s obligations hereunder is limited to those obligations arising after the date of such transfer, then Lessee shall remain liable for obligations hereunder arising prior to the date of such transfer.

(c)Subject to the preceding Paragraph 12.1(b), the involvement of Lessee or its assets in any transaction, or series of transactions (by way of merger, sale, acquisition, financing, transfer, leveraged buy-out or otherwise), whether or not a formal assignment or hypothecation of this Lease or Lessee’s assets occurs, which results or will result in a reduction of the Net Worth of Lessee by an amount greater than 25% of such Net Worth as it was represented at the time of the execution of this Lease or at the time of the most recent assignment to which Lessor has consented, or as it exists immediately prior to said transaction or transactions constituting such reduction whichever was or is greater, shall be considered an assignment of this Lease to which Lessor may withhold its consent.  “Net Worth of Lessees” shall mean the net worth of Lessee (excluding any guarantors) established under generally accepted accounting principles.

(d)An assignment or subletting without consent shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(c), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon 30 days written notice, increase the monthly Base Rent to 110% of the Base Rent then in effect.  Further, in the event of such Breach and rental adjustment, (i) the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to 110% of the price previously in effect, and (ii) all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to 110% of the scheduled adjusted rent.

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(e)Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief.

12.2Terms and Conditions Applicable to Assignment and Subletting.

(a)Regardless of Lessor’s consent, no assignment or subletting shall: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, or (iii) alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee.  Notwithstanding anything herein to the contrary, in the event of an assignment to a financially responsible transferee which Lessor would accept as a direct tenant, Lessor shall, at Lessee’s request, execute a commercially reasonable release of Lessee from further liability under this Lease.

(b)Lessor may accept Rent or performance of Lessee’s obligations from any person other than Lessee pending approval or disapproval of an assignment.  Neither a delay in the approval or disapproval, of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor’s right to exercise its remedies for Lessee’s Default or Breach.

(c)Lessor’s consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting.

(d)In the event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of Lessee’s obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor’s remedies against any other person or entity responsible therefor to Lessor, or any security held by Lessor.

(e)Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor’s determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $500 as consideration for Lessor’s considering and processing said request.  Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. (See also Paragraph 36)

(f)Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.

(g)Lessor’s consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to the original Lessee by this Lease unless such transfer is specifically consented to by Lessor in writing. (See Paragraph 39.2)

12.3Additional Terms and Conditions Applicable to Subletting.  The following terms and conditions shall apply to any subletting by Lessee of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein:

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(a)Lessee hereby assigns and transfers to Lessor all of Lessee’s interest in all Rent payable on any sublease, and Lessor may collect such Rent and apply same toward Lessee’s obligations under this Lease; provided, however, that until a Breach shall occur in the performance of Lessee’s obligations, Lessee may collect said Rent.  In the event that the amount collected by Lessor exceeds Lessee’s obligations any such excess shall be refunded to Lessee.  Lessor shall not, by reason of the foregoing or any assignment of such sublease, nor by reason of the collection of Rent, be deemed liable to the sublessee for any failure of Lessee to perform and comply with any of Lessee’s obligations to such sublessee.  Lessee hereby irrevocably authorizes and directs any such sublessee, upon receipt of a written notice from Lessor stating that a Breach exists in the performance of Lessee’s obligations under this Lease, to pay to Lessor all Rent due and to become due under the sublease.  Sublessee shall rely upon any such notice from Lessor and shall pay all Rents to Lessor without any obligation or right to inquire as to whether such Breach exists, notwithstanding any claim from Lessee to the contrary.

(b)In the event of a Breach by Lessee, Lessor may, at its option, require sublessee to attorn to Lessor, in which event Lessor shall undertake the obligations of the sublessor under such sublease from the time of the exercise of said option to the expiration of such sublease; provided, however, Lessor shall not be liable for any prepaid rents or security deposit paid by such sublessee to such sublessor or for any prior Defaults or Breaches of such sublessor.

(c)Any matter requiring the consent of the sublessor under a sublease shall also require the consent of Lessor to the extent such consent is otherwise required under this Lease.

(d)No sublessee shall further assign or sublet all or any part of the Premises without Lessor’s prior written consent.

(e)Lessor shall deliver a copy of any notice of Default or Breach by Lessee to the sublessee, who shall have the right to cure the Default of Lessee within the grace period, if any, specified in such notice. The sublessee shall have a right of reimbursement and offset from and against Lessee for any such Defaults cured by the sublessee.

(f)If Lessor’s consent is required for any assignment or sublease hereunder, then Lessee shall pay to Lessor, as additional rent, at the same time as the monthly installments of rent are payable hereunder, 50% of the Transfer Premium.  The term “Transfer Premium” shall mean all rent, additional rent and other consideration payable [MISSING TEXT] incurred by Lesseein connection with any such assignment or sublease including, without limitation, marketing costs and commissions, legal experience, the cost of any improvements or modifications installed for the assignee or subleassee and any other economic concessions provided to induce the assignee or sublessee to enter into the assignment or sublease.

13.Default; Breach; Remedies.

13.1Default; Breach.  A “Default” is defined as a failure by the Lessee to comply with or perform any of the terms, covenants, conditions or Rules and Regulations under this Lease.  A “Breach” is defined as the occurrence of one or more of the following Defaults, and the failure of Lessee to cure such Default within any applicable grace period:

(a)The abandonment of the Premises; or the vacating of the Premises without providing a commercially reasonable level of security, or where the coverage of the property insurance described in

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Paragraph 8.3 is jeopardized as a result thereof, or without providing reasonable assurances to minimize potential vandalism.

(b)The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder, whether to Lessor or to a third party, when due, to provide reasonable evidence of insurance or surety bond, or to fulfill any obligation under this Lease which endangers or threatens life or property, where any of the foregoing continues for a period of 3 business days following written notice to Lessee.

(c)The failure by Lessee to provide: (i) reasonable written evidence of compliance with Applicable Requirements, (ii) the service contract, (iii) the rescission of an unauthorized assignment or subletting, (iv) an Estoppel Certificate, (v) a requested subordination, (vi) evidence concerning any guaranty and/or Guarantor, (vii) any document requested under Paragraph 42, (viii) material safety data sheets (MSDS), or (ix) any other documentation or information which Lessor may reasonably require of Lessee under the terms of this Lease, where any such failure continues for a period of 10 days following written notice to Lessee.

(d)A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or of the rules adopted under Paragraph 4   hereof, other than those described in subparagraphs 13.1(a), (b) or (c), above, where such Default continues for a period of 30 days after written notice; provided, however, that if the nature of Lessee’s Default is such that more than 30 days are reasonably required for its cure, then it shall not be deemed to be a Breach if Lessee commences such cure within said 30 day period and thereafter diligently prosecutes such cure to completion.

(e)The occurrence of any of the following events: (i) the making of any general arrangement or assignment for the benefit of creditors: (ii) becoming a “debtor” as defined in 11 U.S.C. §101 or any successor statute thereto (unless, in the case of a petition filed against Lessee, the same dismissed within 60 days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or Lessee’s interest in this Lease, where possession is not restored to Lessee within 30 days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within 30 days’ provided, however, in the event that any provision of this subparagraph (e) is contrary to any applicable law, such provision shall be of no force or effect, and not affect the validity of the remaining provisions.

(f)The discovery that any financial statement of Lessee or of any Guarantor given to Lessor was materially false.

(g)If the performance of Lessee’s obligations under this Lease is guaranteed: (i) the death of a Guarantor, (ii) the termination of Guarantor’s liability with respect to this Lease other than in accordance with the terms of such guaranty, (iii) a Guarantor’s becoming insolvent or the subject of a bankruptcy filing, (iv) a Guarantor’s refusal to honor the guaranty, or (v) a Guarantor’s breach of its guaranty obligation on an anticipatory basis, and Lessee’s failure, within 60 days following written notice of any such event, to provide written alternative assurance or security, which, when coupled with the then existing resources of Lessee, equals or exceeds the combined financial resources of Lessee and the Guarantors that existed at the time of execution of this Lease.

13.2Remedies.  If Lessee fails to perform any of its affirmative duties or obligations, within 10 days after written notice (or in case of an emergency, without notice), Lessor may, at its option, perform such duty or

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obligation on Lessee’s behalf, including but not limited to the obtaining of reasonably required bonds, insurance policies, or governmental licenses, permits or approvals.  Lessee shall pay to Lessor an amount equal to 115% of the costs and expenses incurred by Lessor in such performance upon receipt of an invoice therefor. In the event of a Breach, Lessor may, with or without further notice or demand, and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such Breach:

(a)Terminate Lessee’s right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Lessee shall immediately surrender possession to Lessor. In such event Lessor shall be entitled to recover from Lessee: (i) the unpaid Rent which had been earned at the time of termination; (ii) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that the Lessee proves could be reasonably avoided; and (iv) any other amount necessary to compensate Lessor for all the detriment proximately caused by the Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including but not limited to the cost of recovering possession of the Premises, expenses of reletting, including necessary renovation and alteration of the Premises, reasonable attorneys’ fees, and that portion of any leasing commission paid by Lessor in connection with this Lease applicable to the unexpired term of this Lease.  The worth at the time of award of the amount referred to in provision (iii) of the immediately preceding sentence shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of the District within which the Premises are located at the time of award plus one percent.  Efforts by Lessor to mitigate damages caused by Lessee’s Breach of this Lease shall not waive Lessor’s right to recover damages under Paragraph 12.  If termination of this Lease is obtained through the provisional remedy of unlawful detainer, Lessor shall have the right to recover in such proceeding any unpaid Rent and damages as are recoverable therein or Lessor may reserve the right to recover all or any part thereof in a separate suit. If a notice and grace period required under Paragraph 13.1 was not previously given, a notice to pay rent or quit, or to perform or quit given to Lessee under the unlawful detainer statute shall also constitute the notice required by Paragraph 13.1.  In such case, the applicable grace period required by Paragraph 13.1 and the unlawful detainer statute shall run concurrently, and the failure of Lessee to cure the Default within the greater of the two such grace periods shall constitute both an unlawful detainer and a Breach of this Lease entitling Lessor to the remedies provided for in this Lease and/or by said statute.

(b)Continue the Lease and Lessee’s right to possession and recover the Rent as it becomes due, in which event Lessee may sublet or assign, subject only to reasonable limitations, Acts of maintenance, efforts to relet, and/or the appointment of a receiver to protect the Lessor’s interests, shall not constitute a termination of the Lessee’s right to possession.

(c)Pursue any other remedy now or hereafter available under the laws or judicial decisions of the state wherein the Premises are located.  The expiration or termination of this Lease and/or the termination of Lessee’s right to possession shall not relieve Lessee from liability under any indemnity provisions of this Lease as to matters occurring or accruing during the term hereof or by reason of Lessee’s occupancy of the Premises.

13.3Inducement Recapture.  Any agreement for free or abated rent or other charges, or for the giving or paying by Lessor to or for Lessee of any cash or other bonus, inducement or consideration for Lessee’s entering into this Lease, all of which concessions are hereinafter referred to as “Inducement Provisions,” shall be deemed conditioned upon Lessee’s full and faithful performance of all of the terms,

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covenants and conditions of this Lease.  Upon Breach of this Lease by Lessee, any such Inducement Provision shall automatically be deemed deleted from this Lease and of no further force or effect, and any rent, other charge, bonus, inducement or consideration theretofore abated, given or paid by Lessor under such an Inducement Provision shall be immediately due and payable by Lessee to Lessor, notwithstanding any subsequent cure of said Breach by Lessee.  The acceptance by Lessor of rent or the cure of the Breach which initiated the operation of this paragraph shall not be deemed a waiver by Lessor of the provisions of this paragraph unless specifically so stated in writing by Lessor at the time of such acceptance.

13.4Late Charges.  Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges and late charges which may be imposed upon Lessor by any Lender. Accordingly, if any Rent shall not be received by Lessor within 5 days after such amount shall be due, then, without any requirement for notice to Lessee, Lessee shall immediately pay to Lessor a one-time late charge equal to 10% of each such overdue amount: provided, however, that the late charge shall be $100 for the first late payment by Lessee in any 12 consecutive months of the Lease Term.  The Parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Lessor will incur by reason of such late payment.  Acceptance of such late charge by Lessor shall in no event constitute a waiver of Lessee’s Default or Breach with respect to such overall amount, nor prevent the exercise of any of the other rights and remedies granted hereunder.  In the event that a late charge is payable hereunder, whether or not collected, for 3 consecutive installments of Base Rent, then notwithstanding any provision of this Lease to the contrary, Base Rent shall, at Lessor’s option, become due and payable quarterly in advance.

13.5Interest.  Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor, when due as to schedule payments (such as Base Rent) or within 30 days following the date on which it was due for non-scheduled payment, shall bear interest from the date when due, as to scheduled payments, or the 31st day after it was due as to non-scheduled payments.  The interest (“Interest”) charged shall be computed at a rate of 10% per annum but shall not exceed the maximum rate allowed by law.  Interest is payable in addition to the potential late charge provided for in Paragraph 13.4.

13.6Breach by Lessor.

(a)Notice of Breach.  Lessor shall not be deemed in breach of this Lease unless Lessor fails within a reasonable time to perform an obligation required to be performed by Lessor.  For purposes of this Paragraph, a reasonable time shall in no event be less than 30 days after receipt by Lessor, and any Lender whose name and address shall have been furnished Lessee in writing for such purpose, of written notice specifying wherein such obligation of Lessor has not been performed; provided, however, if the nature of Lessor’s obligation is such that more than 30 days are reasonably required for its performance, then Lessor shall not be in breach if performance is commenced within such 30 day period and thereafter diligently pursued to completion.

(b)Performance by Lessee on Behalf of Lessor.  In the event that neither Lessor nor Lender cures said breach within 30 days after receipt of said notice, or if having commenced said cure they do not diligently pursue it to completion, then Lessee may elect to cure said breach at Lessee’s expense and offset from Rent the actual and reasonable cost to perform such cure; provided however, that such offset shall not exceed an amount equal to the greater of two month’s Base Rent or the Security Deposit, reserving Lessee’s

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right to seek reimbursement from Lessor. Lessee shall document the cost of said cure and supply said documentation to Lessor.

14.Condemnation.   If the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat of the exercise of said power (collectively “Condemnation”), this Lease shall terminate as to the part taken as of the date the condemning authority takes title or possession, whichever first occurs.  If more than 10% of the Building, or more than 25% of that portion of the Premises not occupied by any building, is taken by Condemnation, Lessee may, at Lessee’s option, to be exercised in writing within 10 days after Lessor shall have given Lessee written notice of such taking (or in the absence of such notice, within 10 days after the condemning authority shall have taken possession) terminate this Lease as of the date the condemning authority takes such possession.  If Lessee does not terminate this Lease in accordance with the foregoing, this Lease shall remain in full force and effect as to the portion of the Premises remaining, except that the Base Rent shall be reduced in proportion to the reduction in utility of the Premises caused by such Condemnation.  Condemnation awards and/or payments shall be the property of Lessor, whether such award shall be made as compensation for diminution in value of the leasehold, the value of the part taken, or for severance damages; provided, however, that Lessee shall be entitled to any compensation to Lessee’s relocation expenses, loss of business goodwill and/or Trade Fixtures, without regard to whether or not this Lease is terminated pursuant to the provisions of this Paragraph.  All Alterations and Utility Installations made to the Premises by Lessee for purposes of Condemnation only, shall be considered the property of the Lessee and Lessee shall be entitled to any and all compensation which is payable therefor. In the event that this Lease is not terminated by reason of the Condemnation, Lessor shall repair any damage to the Premises caused by such Condemnation.

15.Brokerage Fees.

15.1Assumption of Obligations.  Any buyer or transferee of Lessor’s interest in this Lease shall be deemed to have assumed Lessor’s obligation hereunder.  Brokers shall be third party beneficiaries of the provisions of Paragraphs 1.9, 15, 22 and 31.  If Lessor fails to pay to Brokers any amounts due as and for brokerage fees pertaining to this Lease when due, then such amounts shall accrue interest.  In addition, if Lessor fails to pay any amounts to Lessee’s Broker when due, Lessee’s Broker may send written notice to Lessor and Lessee of such failure and if Lessor fails to pay such amount within 10 days after said notice, Lessee shall pay said monies to its Broker and offset such amounts against Rent.  In addition, Lessee’s Broker shall be deemed to be a third party beneficiary of any commission agreement entered into by and/or between Lessor and Lessor’s Broker for the limited purpose of collecting any brokerage fee owed.

15.2Representations and Indemnities of Broker Relationships.  Lessee and Lessor each represent and warrant to the other that it has had no dealings with any person, farm, broker or finder (other than the Brokers, if any) in connection with this Lease, and that no one other than said named Brokers is entitled to any commission or finder’s fee in connection herewith.  Lessee and Lessor do each hereby agree to indemnify, protect, defend and hold the other harmless from and against liability for compensation or charges which may be claimed by any such unnamed broker, finder or other similar party by reason of any dealings or actions of the indemnifying Party, including any costs, expenses, attorneys’ fees reasonably incurred with respect thereto.

16.Estoppel Certificates.

(a)Each Party (as “Responding Party”) shall within 10 days after written notice from the other Party (the “Requesting Party”) execute, acknowledge and deliver to the Requesting Party a statement in writing in form similar to the then most current “Estoppel Certificate” form published by the American

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Industrial Real Estate Association, plus such additional information, confirmation and/or statements as may be reasonably requested by the Requesting Party.

(b)If the Responding Party shall fail to execute or deliver the Estoppel Certificate within such 10 day period, the Requesting Party may execute an Estoppel Certificate stating that: (i) the Lease is in full force and effect without modification except as may be represented by the Requesting Party, (ii) there are no uncured defaults in the Requesting Party’s performance, and (iii) if Lessor is the Requesting Party, not more than one month’s rent has been paid in advance. Prospective purchasers and encumbrances and transferees may rely upon the Requesting Party’s Estoppel Certificate, and the Responding Party shall be estopped from denying the truth of the facts contained in said Certificate.

(c)If Lessor desires to finance, refinance, or sell the Premises, or any part thereof, Lessee and all Guarantors shall deliver to any potential lender or purchaser designated by Lessor such financial statements as may be reasonably required by such lender or purchaser, including but not limited to Lessee’s financial statements for the past 3 years.  All such financial statements shall be received by Lessor and such lender or purchaser in confidence and shall be used only for the purposes herein set forth.

17.Definition of Lessor.  The term “Lessor” as used herein shall mean the owner or owners at the time in question of the fee title to the Premises, or, if this is a sublease, of the Lessee’s interest in the prior lease.  In the event of a transfer of Lessor’s title or interest in the Premises or this Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor.  Except as provided in Paragraph 15, upon such transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all liability with respect to the obligations and/or covenants under this Lease thereafter to be performed by the Lessor. Subject to the foregoing, the obligations and/or covenants in this Lease to be performed by the Lessor shall be binding only upon the Lessor as hereinabove defined.

18.Severability.  The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof.

19.Days.  Unless otherwise specifically indicated to the contrary, the word “days” as used in this Lease shall mean and refer to calendar days,

20.Limitation on Liability.  The obligations of Lessor under this Lease shall not constitute personal obligations of Lessor’s partners, members, directors, officers or shareholders, and Lessee shall look to the Premises, and to no other assets of Lessor, for the satisfaction of any liability of Lessor with respect to this Lease, and shall not seek recourse against Lessor’s partners, members, directors, officers or shareholders, or any of their personal assets to such satisfaction,

21.Time of Essence.  Time is of the essence with respect to the performance of all obligations to be performed or observed by the Parties under this Lease,

22.No Prior or Other Agreements; Broker Disclaimer.  This Lease contains all agreements between the Parties with respect to any matter mentioned herein, and no other prior or contemporaneous agreement or understanding shall be effective.  Lessor and Lessee each represents and warrants to the Brokers that it has made, and is relying solely upon, its own investigation as to the nature, quality, character and financial responsibility of the other Party to this Lease and as to the use, nature, quality and character of the Premises, Brokers have no responsibility with respect thereto or with respect to any default or breach hereof by either

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Party.  The liability (including court costs and attorneys’ fees), of any Broker with respect to negotiation, execution, delivery or performance by either Lessor or Lessee under this Lease or any amendment or modification hereto shall be limited to an amount up to the fee received by such Broker pursuant to this Lease; provided, however, that the foregoing limitation on each Broker’s liability shall not be applicable to any gross negligence or willful misconduct of such Broker.

23.Notices.

23.1Notice Requirements.  All notices required or permitted by this Lease or applicable law shall be in writing and may be delivered in person (by hand or by courier) or may be sent by certified or registered mail return receipt requested, with postage prepaid, or by facsimile transmission, and shall be deemed sufficiently given if served in a manner specified in this Paragraph 23.1 and Paragraph 23.2.  The addresses noted adjacent to a Party’s signature on this Lease shall be that Party’s address for delivery or mailing of notices; provided, however, that with respect to Lessee such notices shall also be delivered to Lessee in the care of Kenneth Tallering, Vice President, General Counsel and Secretary, Transportation Technologies Industries Inc., 980 North Michigan Avenue, Suite 1000, Chicago, IL 60611, and Lee Gotshall-Maxon, Allen Matkins Leck Gamble & Mallory LLP, 333 Bush Street, 17^th Floor, San Francisco, CA 54104-2006.  Either or any may by written notice to the other specify a different address for notice, except that upon Lessee’s taking possession of the Premises, the Premises shall constitute Lessee’s address for notice.  A copy of all notices to Lessor shall be concurrently transmitted to such party or parties at such addresses as Lessor may from time to time hereafter designate in writing.

23.2Date of Notice.  Any notice sent by registered or certified mail, return receipt requested, shall be deemed given on the date of delivery shown on the receipt card, or if no delivery date is shown, the postmark thereon.  Notices transmitted by facsimile transmission or similar means shall be deemed delivered upon written confirmation of receipt (confirmation report from fax machine is sufficient), provided a copy is also delivered via the delivery process permitted above.  If notice is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day.

24.Waivers.  No waiver by Lessor of the Default or Breach of any term, covenant or condition hereof by Lessee, shall be deemed a waiver of any other term, covenant or condition hereof, or of any subsequent Default or Breach by Lessee of the same or of any other term, covenant or condition hereof. Lessor’s consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Lessor’s consent to, or approval of, any subsequent or similar act by Lessee, or be construed as the basis of an estoppel to enforce the provision or provisions of this Lease requiring such consent.  The acceptance of Rent by Lessor shall not be a waiver of any Default or Breach by Lessee.  Any payment by Lessee may be accepted by Lessor on account of moneys or damages due Lessor, notwithstanding any qualifying statements or conditions made by Lessee in connection therewith, which such statements and/or conditions shall be of no force or effect whatsoever unless specifically agreed to in writing by Lessor at or before the time of deposit of such payment.

25.Disclosures Regarding The Nature of a Real Estate Agency Relationship.

(a)When entering into a discussion with a real estate agent regarding a real estate transaction, a Lessor or Lessee should from the outset understand what type of agency relationship or representation it has with the agent or agents in the transaction. Lessor and Lessee acknowledge being advised by the Brokers in this transaction, as follows:

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(i)Lessor’s Agent. A Lessor’s agent under a listing agreement with the Lessor acts as the agent for the Lessor only.  A Lessor’s agent or subagent has the following affirmative obligations:  To the Lessor:  A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealing with the Lessor. To the Lessee and the Lessor: a.  Diligent exercise of reasonable skills and care in performance of the agent’s duties.  b.  A duty of honest and fair dealing and good faith.  c.  A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties.  An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above.

(ii)Lessee’s Agent. An agent can agree to act as agent for the Lessee only.  In these situations, the agent is not the Lessor’s agent, even if by agreement the agent may receive compensation for services rendered, either in full or in part from the Lessor.  An agent acting only for a Lessee has the following affirmative obligations: To the Lessee: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Lessee.  To the Lessee and the Lessor: a.  Diligent exercise of reasonable skills and care in performance of the agent’s duties, b.  A duty of honest and fair dealing and good faith. c.  A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above.

(iii)Agent Representing Both Lessor and Lessee.  A real estate agent, either acting directly or through one or more associate licenses, can legally be the agent of both the Lessor and the Lessee in a transaction, but only with the knowledge and consent of both the Lessor and the Lessee. In a dual agency situation, the agent has the following affirmative obligations to both the Lessor and the Lessee: a.  A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either Lessor or the Lessee.  b.  Other duties to the Lessor and the Lessee as stated above subparagraphs (i) or (ii).  In representing both Lessor and Lessee, the agent may not without the express permission of the respective Party, disclose to the other Party that the Lessor will accept rent in an amount less than that indicated in the listing or that the Lessee is willing to pay a higher rent than that offered.  The above duties of the agent in a real estate transaction do not relieve a Lessor or Lessee from the responsibility to protect their own interests. Lessor and Lessee should carefully read all agreements to assure that they adequately express their understanding of the transaction.  A real estate agent is a person qualified to advise about real estate.  If legal or tax advice is desired, consult a competent professional.

(b)Brokers have no responsibility with respect to any default or breach hereof by either Party.  The liability (including court cost and attorneys’ fees), of any Broker with respect to any breach of duty, error or omission relating to this Lease shall not exceed the fee received by such Broker pursuant to this Lease; provided, however, that the foregoing limitation on each Broker’s liability shall not be applicable to any gross negligence or willful misconduct of such Broker.

(c)Lessor and Lessee agree to identify to Brokers as “Confidential” any communication or information given Brokers that is considered by such Party to be confidential,

26.No Right To Holdover.  Lessee has no right to retain possession of the Premises or any part thereof beyond the expiration or termination of this Lease.  In the event that Lessee holds over, then the Base Rent shall be increased to 150% of the Base Rent applicable immediately preceding the expiration or termination.  Nothing contained herein shall be construed as consent by Lessor to any holding over by Lessee.

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27.Cumulative Remedies.  No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.

28.Covenants and Conditions; Construction of Agreement.  All provisions of this Lease to be observed or performed by Lessee are both covenants and conditions.  In construing this Lease, all headings and titles are for the convenience of the Parties only and shall not be considered a part of this Lease.  Whenever required by the context, the singular shall include the plural and vice versa.  This Lease shall not be construed as if prepared by one of the Parties but rather according to its fair meaning as a whole, as if both Parties had prepared it.

29.Binding Effect; Choice of Law.  This Lease shall be binding upon the Parties, their personal representatives, successors and assigns and be governed by the laws of the State in which the Premises are located. Any litigation between the Parties hereto concerning this Lease shall be initiated in the county in which the Premises are located.

30.Subordination; Attornment; Non-Disturbance.

30.1Subordination.  This Lease and any Option granted hereby shall be subject and subordinate to any ground lease, mortgage, deed of trust, or other hypothecation or security device (collectively, “Security Device”), now or hereafter placed upon the Premises, to any and all advances made on the security thereof, and to all renewals, modifications, and extensions thereof. Lessee agrees that the holders of any such Security Devices (in this Lease together referred to as “Lender”) shall have no liability or obligation to perform any of the obligations of Lessor under this Lease.  Any Lender may elect to have this Lease and/or any Option granted hereby superior to the lien of its Security Device by giving written notice thereof to Lessee, whereupon this Lease and such Options shall be deemed prior to such Security Device, notwithstanding the relative dates of the documentation or recordation thereof.

30.2Attainment.  In the event that Lessor transfers title to the Premises, or the Premises are acquired by another upon the foreclosure or termination of a Security Device to which this Lease is subordinated (i) Lessee shall, subject to the non-disturbance provisions of Paragraph 30.3, attain such new owner, and upon request, enter into a new lease, containing all of the terms and provisions of this Lease, with such new owner for the remainder of the term hereof, or, at the election of such new owner, this Lease shall automatically become a new Lease between Lessee and such new owner, upon all the terms and conditions hereof, for the remainder of the term hereof, and (ii) Lessor shall thereafter be relieved of any further obligations hereunder and such new owner shall assume all of Lessor’s obligations hereunder, except that such new owner shall not: (a) be liable for any act or omission of any prior lessor with respect to events occurring prior to acquisition of ownership; (b) be subject to any offsets or defenses which Lessee might have against any prior lessor; (c) be bound by prepayment of more than one month’s rent; or (d) be liable for the return of any security deposit paid to any prior lessor.

30.3Non-Disturbance.  With respect to Security Devices entered into by Lessor after the execution of this Lease, Lessee’s subordination of this Lease shall be subject to receiving a commercially reasonable non-disturbance agreement (a “Non-Disturbance Agreement”) from the Lender which Non-Disturbance Agreement provides that Lessee’s possession of the Premises, and this Lease, including any options to extend the term hereof, will not disturbed so long as Lessee is not in Breach hereof and attorns to the record owner of the Premises. Further, within 30 days after the execution of the Lease, Lessor shall obtain a Non-Disturbance Agreement from the holder of any pre-existing Security Device which is secured by the Premises.  In the event that Lessor is unable to provide the Non-Disturbance Agreement within said 30 days, then Lessee may, at

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Lessee’s option, directly contact Lender and attempt to negotiate for the execution and delivery of a Non-Disturbance Agreement.

30.4Self-Executing.    The agreements contained in this Paragraph 30 shall be effective without the execution of any further documents; provided, however, that, upon written request from Lessor or a Lender in connection with a sale, financing or refinancing of the Premises, Lessee and Lessor shall execute such further writings as may be reasonably required to separately document any subordination, attornment and/or Non-Disturbance Agreement

31.Attorneys Fees.  If any Party or Broker brings an action or proceeding involving the Premises whether founded in tort, contract or equity, or to declare rights hereunder, the Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys’ fees. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such action or proceeding is pursued to decision or judgment.  The term, “Prevailing Party” shall include, without limitation, a Party or Broker who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement judgment, or the abandonment by the other Party or Broker of its claim or defense.  The attorneys’ fee award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys’ fees reasonably incurred.  In addition, Lessor shall be entitled to attorneys’ fees, costs and expenses incurred in the preparation and service of notices of Default and consultations in connection therewith, whether or not a legal action is subsequently commenced in connection with such Default or resulting Breach ($200 is a reasonable minimum per occurrence for such services and consultation).

32.Lessor’s Access; Showing Premises; Repairs.  Lessor and Lessor’s agents shall have the right to enter the Premises at any time, in the case any emergency and otherwise at reasonable times after reasonable prior notice for the purpose of showing the same to prospective purchasers, lenders, tenants, and making such alterations, repairs, improvements or additions to the Premises as Lessor may deem necessary or desirable and the erecting, using and maintaining of utilities, services, pipes and conduits through the Premises and/or other premises as long as there is no material adverse effect to Lessee’s use of the Premises.  All such activities shall be without abatement of rent or liability to Lessee.

33.Auctions.  Lessee shall not conduct, nor permit to be conducted, any auction upon the Premises without Lessor’s prior written consent.  Lessor shall not be obligated to exercise any standard of reasonableness in determining whether to permit an auction.

34.Signs.  Lessor may place on the Premises ordinary “For Sale” signs at any time and ordinary “For Lease” signs during the last 6 months of the term hereof.  Except for ordinary “for sublease” signs, Lessee shall not place any sign upon the Premises without Lessor’s prior written consent.  All signs must comply with all Applicable Requirements.  Lessee shall be entitled to the maximum signage permitted by the City of Livermore, subject to Lessor’s reasonable approval of the design and location thereof.  In accordance with Lessor’s signage program and the CC&Rs of the Greenville Business Park, Lessor has approved Lessee’s signage which is described in Exhibit “D” attached hereto.

35.Termination; Merger.  Unless specifically stated otherwise in writing by Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual termination or cancellation hereof, or a termination hereof by Lessor for Breach by Lessee, shall automatically terminate any sublease or lesser estate in the Premises; provided, however, that Lessor may elect to continue any one or all existing subtenancies, Lessor’s failure

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within 10 days following any such event to elect to the contrary by written notice to the holder of any such lesser interest, shall constitute Lessor’s election to have such event constitute the termination of such interest.

36.Consents.  Except as otherwise provided herein, wherever in this Lease the consent of a Party is required to an act by or for the other Party, such consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that a refusal by Lessor to consent to an assignment or subletting which would subject the Premises to a materially increased risk of contamination by Hazardous Substances shall not be deemed an unreasonable refusal to consent.  Any disapproval by Lessor hereunder shall be in writing and shall specify the basis for the disapproval.  Lessor’s actual reasonable costs and expenses (including but not limited to architects’, attorneys’, engineers’ and other consultants’ fees) incurred in the consideration of, or response to, a request by Lessee for any Lessor consent including but not limited to consents to an assignment, a subletting or the presence or use of a Hazardous Substance, shall be paid by Lessee upon receipt of an invoice and supporting documentation therefor.  Lessor’s consent to any act, assignment or subletting shall not constitute an acknowledgment that no Default or Breach by Lessee of this Lease exists, nor shall such consent be deemed a waiver of any then existing Default or Breach, except as may be otherwise specifically stated in writing by Lessor at the time of such consent. The failure to specify herein any particular condition to Lessor’s consent shall not preclude the imposition by Lessor at the time of consent of such further or other conditions as are then reasonable with reference to the particular matter for which consent is being given. In the event that either Party disagrees with any determination made by the other hereunder and reasonably requests the reasons for such determination, the determining party shall furnish its reasons in writing and in reasonable detail within 10 business days following such request.

37.Guarantor.

37.1Execution.  The Guarantors, if any, shall each execute a guaranty in the form attached as Exhibit “E”, and each such Guarantor shall have the same obligations as Lessee under this Lease.

37.2Default.  It shall constitute a Default of the Lessee if any Guarantor fails or refuses, upon request to provide: (a) evidence of the execution of the guaranty, including the authority of the party signing on Guarantor’s behalf to obligate Guarantor, and in the case of a corporate Guarantor, certified copy of a resolution of its board of directors authorizing the making of such guaranty, (b) current financial statements, (c) an Estoppel Certificate, or (d) written confirmation that the guaranty is still in effect.

38.Quiet Possession.  Subject to payment by Lessee of the Rent and performance of all of the covenants, conditions and provisions on Lessee’s part to be observed and performed under this Lease, Lessee shall have quiet possession and quiet enjoyment of the Premises during the term hereof.

39.Options.  If Lessee is granted an Option, as defined below, then the following provisions shall apply:

39.1Definition.  “Option” shall mean: (a) the right to extend the term of or renew this Lease or to extend or renew any lease that Lessee has on other property of Lessor; (b) the right of first refusal or first offer to lease either the Premises or other property of Lessor; (c) the right to purchase or the right of first refusal to purchase the Premises or other property of Lessor.

39.2Options Personal To Original Lessee.  Any Option granted to Lessee in this Lease is personal to the original Lessee, and cannot be assigned or exercised by anyone other than said original Lessee and only

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while the original Lessee is in full possession of the Premises and, if requested by Lessor, with Lessee certifying that Lessee has no intention of thereafter assigning or subletting.

39.3Multiple Options.  In the event that Lessee has any multiple Options to extend or renew this Lease, a later Option cannot be exercise unless the prior Options have been validly exercised.

39.4Effect of Default on Options.

(a)Lessee shall have no right to exercise an Option: (i) during the period commencing with the giving of any notice of Default and continuing until said Default is cured, (ii) during the period of time any Rent is unpaid (without regard to whether notice thereof is given Lessee), (iii) during the time Lessee is in Breach of this Lease, or (iv) in the event that Lessee has been given 3 or more notices of separate Default, whether or not the Defaults are cured, during the 12 month period immediately preceding the exercise of the Option.

(b)The period of time within which an Option may be exercised shall not be extended or enlarged by reason of Lessee’s inability to exercise an Option because of the provisions of Paragraph 39.4(a).

(c)An Option shall terminate and be of no further force or effect, notwithstanding Lessee’s due and timely exercise of the Option. If, after such exercise and prior to the commencement of the extended term or completion of the purchase, (i) Lessee fails to pay Rent for a period of 30 days after such Rent becomes due (without any necessity of Lessor to give notice thereof), or (ii) if Lessee commits a Breach of this Lease.

40.Multiple Buildings.  If the Premises are a part of a group of buildings controlled by Lessor, Lessee agrees that it will abide by and conform to all reasonable rules and regulations which Lessor may make from time to time for the management, safety, and care of said properties, including the care and cleanliness of the grounds and including the parking, loading and unloading of vehicles, and to cause its employees, suppliers, shippers, customers, contractors and invitees to so abide and conform. Lessee also agrees to pay its fair share of common expenses incurred in connection with such rules and regulations.

41.Security Measures.  Lessee hereby acknowledges that the Rent payable to Lessor hereunder does not include the cost of guard service or other security measures, and that Lessor shall have no obligation whatsoever to provide same. Lessee assumes all responsibility for the protection of the Premises of Lessee, its agents and invitees and their property from the acts of third parties.

42.Reservations.  Lessor reserves to itself the right, from time to time, to grant, without the consent or joinder of Lessee, such easements, rights and dedications that Lessor deems necessary, and to cause the recordation of parcel maps and restrictions, so long as such easements, rights, dedications, maps and restrictions do not unreasonably interfere with the use of the Premises by Lessee. Lessee agrees to sign any documents reasonably requested by Lessor to effectuate any such easement rights, dedication, map or restrictions.

43.Performance Under Protest.  If at any time a dispute shall arise as to any amount or sum of money to be paid by one Party to the other under the provisions hereof, the Party against whom the obligation to pay the money is asserted shall have the right to make payment “under protest” and such payment shall not be regarded as a voluntary payment and there shall survive the right on the part of said Party to institute suit for recovery of such sum.  If it shall be adjudged that there was no legal obligation on the part of said Party to pay such sum or any part thereof, said Party shall be entitled to recover such sum or so much thereof as it was not legally required to pay.

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44.Authority; Multiple Parties; Execution.

(a)If either Party hereto is a corporation, trust, limited liability company, partnership, or similar entity, each individual executing this Lease on behalf of such entity represents and warrants that he or she is duly authorized to execute and deliver this Lease on its behalf.  Each party shall within 30 days after request, deliver to the other party satisfactory evidence of such authority.

(b)If this Lease is executed by more than one person or entity as “Lessee” each such person or entity shall be jointly and severally liable hereunder.  It is agreed that any one of the named Lessees shall be empowered to execute any amendment to this Lease, or other document ancillary thereto and bind all of the named Lessees, and Lessor may rely on the same as if all of the named Lessees had executed such document.

(c)This Lease may be executed by the Parties in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

45.Conflict.   Any conflict between the printed provisions of this Lease and typewritten or handwritten provisions shall be controlled by the typewritten or handwritten provisions

46.Offer.  Preparation of this Lease by either Party or their agent and submission of same to the other Party shall not be deemed an offer to lease to the other Party.  This Lease is not intended to be binding until executed and delivered by all Parties hereto.

47.Amendments.  This Lease may be modified only in writing, signed by the Parties in interest at the time of the modification.  As long as they do not materially change Lessee’s obligations hereunder, Lessee agrees to make such reasonable non-monetary modifications to this Lease as may be reasonably required by a Lender in connection with the obtaining of normal financing or refinancing of the Premises.

48.Waiver of Jury Trial.  THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT.

49.Mediation and Arbitration of Disputes.  An Addendum requiring the Mediation and/or the Arbitration of all disputes between the Parties and/or Brokers arising out of this Lease ý is o is not attached to this Lease.  See Arbitration Agreement Standard Lease Addendum attached hereto as Paragraph 9BA and incorporated herein by this reference.

50.Americans with Disabilities Act.  Since compliance with the Americans with Disabilities Act (ADA) is dependent upon Lessee’s specific use of the Premises, Lessor makes no warranty or representation as to whether or not the Premises comply with ADA or any similar legislation.  In the event that Lessee’s use of the Premises requires modifications or additions to the Premises in order to be in ADA compliance, Lessee agrees to make any such necessary modifications and/or additions at Lessee’s expense.

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LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN AND       THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES.

ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO:

1.SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.

2.RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES, THE STRUCTURAL INTEGRITY THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, AND THE SUITABILITY OF THE PREMISES FOR LESSEE’S INTENDED USE.

WARNING: IF THE PREMISES IS LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMISES IS LOCATED.

The parties hereto have executed this Lease at the place and on the dates specified above their respective signatures.

Executed at:		Pleasanton, CA		Executed at:		Emeryville, CA,
on: 8/8/03			on:	8/7/03
By LESSOR:				By LESSEE:
Napa/Livermore Properties, LLC, a				FABCO Automotive, a Delaware corporation
California limited liability company				N/A
By:	/s/ Norman S. Bailey			By:	/s/ Al Sunderland 8/7/03
Name Printed: Norman Bailey				Name Printed: Al Sunderland
Title:	Managing Member			Title:	President

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By:		By:
Name Printed:		Name Printed:
Title:		Title:
Address:	P.O. Box 635	Address Prior to Commencement Date: 1249 67th Street
Fremont, CA 94537		Emeryville, CA 94608
Telephone/Facsimile: (510) 656-0201/510656-5823		Telephone/Facsimile: (510) 596-2700/(510) 547-2633
Federal ID No.		Federal ID No.
		Address on and after Commencement Date: The Premises
BROKER:		BROKER:
Colliers International		BT Commercial Real Estate
Attn: Ned Wood / Mark Triska / Mike Rosendin		Attn: Jeffrey Leenhouts
Title:		Title:
Address: 5050 Hopyard Road, Suite 180		Address: 530 Water Street, Suite 750
Pleasanton, CA 94588		Oakland, CA 94607-3746
Telephone/Facsimile: (925)463-2300/(925)463-0747		Telephone/Facsimile: (510) 267-6014
Federal ID No.		Federal ID No.

NOTE:These forms are often modified to meet the changing requirements of law and industry needs. Always write or call to make sure you are utilizing the most current form: AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION, 700 So. Flower Street, Suite 600, Los Angeles, California 90017. (213) 687-8777. Fax No. (213) 687-8616

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ARBITRATION AGREEMENT

Standard Lease Addendum

DatedJuly 16, 2003

By and Between	(Lessor)	Napa/Livermore Properties, LLC
	(Lessee)	Fabco Automotive Corporation
Address of Premises		151 Lawrence Drive Livermore, California

Paragraph 49A

A.ARBITRATION OF DISPUTES:

Except as provided in Paragraph B below, the Parties agree to resolve any and all claims, disputes or disagreements arising under this Lease, including, but not limited to any matter relating to Lessor’s failure to approve an assignment, sublease or other transfer of Lessee’s interest in the Lease under Paragraph 12 of this Lease, any other defaults by Lessor, or any defaults by Lessee by and through arbitration as provided below and irrevocably waive any and all rights to the contrary.  The Parties agree to at all times conduct themselves in strict, full, complete and timely accordance with the terms hereof and that any attempt to circumvent the terms of this Arbitration Agreement shall be absolutely null and void and of no force or effect whatsoever.

B.DISPUTES EXCLUDED FROM ARBITRATION:

The following claims, disputes or disagreements under this Lease are expressly excluded from the arbitration procedures set forth herein: 1. Disputes for which a different resolution determination is specifically set forth in this Lease, 2. All claims by either party which (a) seek anything other than enforcement or determination of rights under this Lease, or (b) are primarily founded upon matters of fraud, willful misconduct, bad faith or any other allegations of tortuous action, and seek the award of punitive or exemplary damages, 3. Claims relating to (a) Lessor’s exercise of any unlawful detainer rights pursuant to applicable law or (b) rights or remedies used by Lessor to gain possession of the Premises or terminate Lessee’s right of possession to the Premises, all of which disputes shall be resolved by suit filed in the applicable court of jurisdiction, the decision of which court shall be subject to appeal pursuant to applicable law and 4.  All claims arising under Paragraph 39 of this Lease, which disputes shall be resolved by the specific dispute resolution procedure provided in Paragraph 39 to the extent that such disputes concern solely the determination of rent.

C.APPOINTMENT OF AN ARBITRATOR:

All disputes subject to this Arbitration Agreement, shall be determined by binding arbitration before: ý  a retired judge of the applicable court of jurisdiction (e.g., the Superior Court of the State of California) affiliated with Judicial Arbitration & Mediation Services, Inc. (“JAMS”), o the American Arbitration Association (“AAA”) under its commercial arbitration rules, o                                                      or as may be otherwise mutually agreed by Lessor and Lessee (the “Arbitrator”). Such arbitration shall be initiated by the Parties, or either of them, within ten (10) days after either party sends written notice (the “Arbitration Notice”) of a demand to arbitrate by registered or certified mail to the other party and to the Arbitrator.  The Arbitration Notice shall contain a description of the subject matter of the arbitration, the dispute with respect thereto, the amount involved, if any, and the remedy or determination sought.  If the Parties have agreed to use JAMS they

may agree on a retired judge from the JAMS panel.  If they are unable to agree within ten days, JAMS will provide a list of three available judges and each party may strike one.  The remaining judge (or if there are two, the one selected by JAMS) will serve as the Arbitrator.  If the Parties have elected to utilize AAA or some other organization, the Arbitrator shall be selected in accordance with said organization’s rules.  In the event the Arbitrator is not selected as provided for above for any reason, the party initiating arbitration shall apply to the appropriate Court for the appointment of a qualified retired judge to act as the Arbitrator.

D.ARBITRATION PROCEDURE:

1.PRE-HEARING ACTIONS.   The Arbitrator shall schedule a pre-hearing conference to resolve procedural matters, arrange for the exchange of information, obtain stipulations, and narrow the issues. The Parties will submit proposed discovery schedules to the Arbitrator at the pre-hearing conference.  The scope and duration of discovery will be within the sole discretion of the Arbitrator, except that no deposition shall be allowed or taken. The Arbitrator shall have the discretion to order a pre-hearing exchange of information by the Parties, including, without limitation, production of requested documents, exchange of summaries of testimony of proposed witnesses. This discretion shall be exercised in favor of discovery reasonable under the circumstances. The Arbitrator shall issue subpoenas and subpoenas duces tecum as provided for in the applicable statutory or case law (e.g., in California Code of Civil Procedure Section 1282.6).

2.THE DECISION.  The arbitration shall be conducted in the city or county within which the Premises are located at a reasonably convenient site.  Any Party may be represented by counsel or other authorized representative.  In rendering a decision(s), the Arbitrator shall determine the rights and obligations of the Parties according to the substantive laws and the terms and provisions of this Lease. The Arbitrator’s decision shall be based on the evidence introduced at the hearing, including all logical and reasonable inferences therefrom. The Arbitrator may make any determination and/or grant any remedy or relief that is just and equitable.  The decision must be based on, and accompanied by, a written statement of decision explaining the factual and legal basis for the decision as to each of the principal controverted issues. The decision shall be conclusive and binding, and it may thereafter be confirmed as a judgment by the court of applicable jurisdiction, subject only to challenge on the grounds set forth in the applicable statutory or case law (e.g., in California Code of Civil Procedure Section 1286.2). The validity and enforceability of the Arbitrator’s decision is to be determined exclusively by the court of appropriate jurisdiction pursuant to the provisions of this Lease. The Arbitrator may award costs, including without limitation, Arbitrator’s fees and costs, attorneys’ fees, and expert and witness costs, to the prevailing party, if any, as determined by the Arbitrator in his discretion.

Whenever a matter which has been submitted to arbitration involves a dispute as to whether or not a particular act or omission (other than a failure to pay money) constitutes a Default, the time to commence or cease such action shall be tolled from the date that the Notice of Arbitration is served through and until the date the Arbitrator renders his or her decision. Provided, however, that this provision shall NOT apply in the event that the Arbitrator determines that the Arbitration Notice was prepared in bad faith.

Whenever a dispute arises between the Parties concerning whether or not the failure to make a payment of money constitutes a default, the service of an Arbitration Notice shall NOT toll the time period in which to pay the money. The Party allegedly obligated to pay the money may, however, elect to pay the money “under protest” by accompanying said payment with a written statement setting forth the reasons for such protest.  If thereafter, the Arbitrator determines that the Party who received said money was not entitled to such payment, said money shall be promptly returned to the Party who paid such money under protest together with Interest

thereon as defined in Paragraph 13.5. If a Party makes a payment “under protest” but no Notice of Arbitration is filed within thirty days, then such protest shall be deemed waived. (See also Paragraph 43)

NOTICE: These forms are often modified to meet changing requirements of law and industry needs. Always write or call us to make sure you are utilizing the most current form: American Industrial Real Estate Association, 700 South Flower Street, Suite 600, Los Angeles, CA 90017, Telephone No.: (213) 687-8777. Fax No.: (213) 687-8616.

Exhibit “A”	Building Description
Exhibit “B”	HazMat Certificate
Exhibit “C”	Trade Fixtures, Utility Installations and Alterations
Exhibit “D”	Approved Signage
Exhibit “E”	Form of Guaranty

EXHIBIT A

[Building Description]

AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

GUARANTY OF LEASE

WHEREAS, Napa/Livermore Properties, LLC, a California limited partnership, hereinafter “Lessor”, and FABCO Automotive Corporation, a Delaware corporation, hereinafter “Lessee”, are about to execute a document entitled “Lease” dated July 16, 2003 concerning the premises commonly known as 151 Lawrence Drive, Livermore, California wherein Lessor will lease the premises to Lessee, and

WHEREAS, Transportation Technologies Industries, Inc., a Delaware corporation hereinafter “Guarantors” have a financial interest in Lessee, and

WHEREAS, Lessor would not execute the Lease if Guarantors did not execute and deliver to Lessor the Guarantee of Lease.

NOW, THEREFORE, in consideration of the execution of the foregoing Lease by Lessor and as a material inducement to Lessor to execute said Lease, Guarantors hereby jointly, severally, unconditionally and irrevocably guarantee the prompt payment by Lessee of all rents and all other sums payable by Lessee under said Lease and the faithful and prompt performance by Lessee of each and every one of the terms, conditions and covenants of said Lease to be kept and performed by Lessee.

Following a Permitted Transfer (as defined in the Lease) in accordance with the terms and conditions of Paragraph 12.1(b) of the Lease, Guarantor shall be released from further liability under this Guaranty (except to the extent that Lessee shall remain liable for obligations under the Lease arising prior to the date of such Permitted Transfer under the provisions of the last proviso set forth in Paragraph 12.1(b) unless the new guarantor expressly guaranties such continuing obligations) (i) if a new guaranty of lease, in substantially the form attached to the Lease as Exhibit F, is executed by a new guarantor which meets the Financial Suitability Test or (ii) if the transferee meets the Financial Suitability Test.  As used herein, the “Financial Suitability Test” means that, when the Permitted Transfer is effective, and giving effect to the transactions of which the Permitted Transfer is a part, the Permitted Transfer transferee or the new guarantor, as the case may be, shall have a ratio of total debt to EBITDA (earnings before interest, taxes, depreciation or amortization), determined on a proforma basis, which is not greater than the ratio of debt to EBITDA of the Guarantor as of the Commencement Date of the Lease.

It is specifically agreed that the terms of the foregoing Lease may be modified by agreement between Lessor and Lessee, or by a course of conduct, and said Lease may be assigned by Lessor or any assignee without consent or notice to Guarantors and that this Guaranty shall guarantee the performance of said Lease as so modified.

This Guaranty shall not be released, modified or affected by the failure or delay on the part of Lessor to enforce any of the rights or remedies of the Lessor under said Lease, whether pursuant to the terms thereof or at law or in equity.

No notice of default need be given to Guarantors, it being specifically agreed that the guarantee of the undersigned is a continuing guarantee under which Lessor may proceed immediately against Lessee

and/or against Guarantors following any breach or default by Lessee or for the enforcement of any rights which Lessor may have as against Lessee under the terms of the Lease or at law or in equity.

Lessor shall have the right to proceed against Guarantors hereunder following any breach or default by Lessee without first proceeding against Lessee and without previous notice to or demand upon either Lessee or Guarantors.

Guarantors hereby waive (a) notice of acceptance of this Guaranty, (b) demand of payment, presentation and protest, (c) all right to assert or plead any statute of limitations relating to this Guaranty or the Lease, (d) any right to require the Lessor to proceed against the Lessee or any other Guarantor or any other person or entity liable to Lessor, (e) any right to require Lessor to apply to any default any security deposit or other security it may hold under the Lease, (f) any right to require Lessor to proceed under any other remedy Lessor may have before proceeding against Guarantors, (g) any right of subrogation.  Notwithstanding the foregoing, Guarantor shall be entitled to assert any defense that Lessee could assert under the Lease other than any defense arising from the operation of any state or federal bankruptcy laws.

Guarantors do hereby subrogate all existing or future indebtedness of Lessee to Guarantors to the obligations owed to Lessor under the Lease and this Guaranty.

If a Guarantor is married, such Guarantor expressly agrees that recourse may be had against his or her separate property for all of the obligations hereunder.

The obligations of Lessee under the Lease to execute and deliver estoppel statements and financial statements, as therein provided, shall be deemed to also require the Guarantors hereunder to do and provide the same.

The term “Lessor” refers to and means the Lessor named in the Lease and also Lessor’s successors and assigns.  So long as Lessor’s interest in the Lease, the leased premises or the rents, issues and profits therefrom, are subject to any mortgage or deed of trust or assignment for security, no acquisition by Guarantors of the Lessor’s interest shall affect the continuing obligation of Guarantors under this Guaranty which shall nevertheless continue in full force and effect for the benefit of the mortgagee, beneficiary, trustee or assignee under such mortgage, deed of trust or assignment and their successors and assigns.

The term “Lessee” refers to and means the Lessee named in the Lease and also Lessee’s successors and assigns.

In the event any action be brought by said Lessor against Guarantors hereunder to enforce the obligation of Guarantors hereunder, the unsuccessful party in such action shall pay to the prevailing party therein a reasonable attorney’s fee which shall be fixed by the court.

Any notice or other communication to be given to Landlord or the undersigned hereunder shall be in writing and sent in accordance with the notice provisions of the Lease.  Notices to Landlord shall be delivered to Landlord’s address set forth in the Lease.  Notices to Guarantor shall be delivered to Guarantor’s address set forth below, or to each other place as Guarantor may from time to time designate in a written notice to Landlord.

If this Form has been filled in, it has been prepared for submission to your attorney for his approval.  No representation or recommendation is made by the American Industrial Real Estate Association, the real estate broker or its agents or employees as to the legal sufficiency, legal effect, or tax consequences of this form or the transaction relating thereto.

Executed at:			Transportation Technologies Industries, Inc., a
			Delaware corporation
on	August 7, 2003		By:	/s/ Donald C. Mueller
Address:		980 N. Michigan Ave. Suite 1000		Donald C. Mueller
		Chicago, IL 60614		VP & CFO
			“Guarantors”

EX-10.40

Exhibit 10.40

Management Services Agreement

This Management Services Agreement, dated as of January 31, 2005 (this “Agreement”) is entered into by and among Accuride Corporation, a Delaware corporation (the “Company”), Kohlberg Kravis Roberts & Co. L.P. (“KKR”) and Trimaran Fund Management, L.L.C. (“TFM” and collectively with KKR, the “Advisors”).

WHEREAS, the Company desires to retain the Advisors to provide management, consulting and financial services to the Company as set forth herein, and whereas the Advisors agree to provided such services to the Company as set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

1.Services.  During the term of this Agreement, at the reasonable request of the Company, each Advisor will provide to the Company, certain management, consulting and financial services of the type customarily performed by such Advisor to its portfolio companies pursuant to similar management services agreements (the “Services”).  Without the consent of the Advisors, the Services shall not include advice and assistance with acquisition, divestiture, change of control or similar business combination transactions.  If the Company requests such additional services, the Advisors shall be entitled to invoice the Company for additional fees in connection with such services.  This Agreement shall also not cover operational, business consulting or strategic services performed for the Company by affiliates of the Advisors.

2.Fees.  The Company agrees to pay an annual fee in an amount equal to $665,000 to KKR, and an annual fee in an amount equal to $335,000 to TFM, effective as of March 31, 2005 and March 31 of each year thereafter, payable in quarterly installments in arrears at the end of each calendar quarter.  In connection with the Company’s initial public offering of its Common Stock, the Company and KKR may amend this agreement to reduce the amount of the annual fee paid to KKR and to TFM, provided that the aggregate annual fee paid to the Advisors pursuant to this Agreement is shared 66.5% to KKR and 33.5% to TFM.

3.Expense Reimbursement.  In addition to any fees that may be payable to the Advisors under this Agreement, the Company also agrees to reimburse the Advisors and their affiliates, from time to time upon request, for all reasonable out-of-pocket expenses incurred in connection with this retention, including travel expenses and expenses of legal counsel.

4.Termination.  This Agreement may be terminated with respect to any Advisor, by such Advisor at any time by written notice to the Company.  In addition, this Agreement shall terminate (a) with respect to any Advisor, by the Company upon the written notice to the Advisor, when such Advisor or its affiliates no longer has the right to appoint one or more members to the Company’s  Board of Directors pursuant to the terms of the Shareholder Rights Agreement, dated January 31, 2005, among the Company and certain of its stockholders (the “Shareholder Agreement”), (b) with respect to all Advisors upon consummation of a Change of Control (as defined in the Shareholder Agreement), and (c) upon the written consent of the Company and the Advisors.  Paragraphs 5, 6 and 7 shall survive any termination of this Agreement.  The right of an Advisor to be paid any accrued and unpaid fees pursuant to paragraph 2 as of the date of termination, and to be reimbursed for any expenses incurred prior to such date of termination, as permitted by paragraph 3, shall survive any termination of this Agreement.

5.Indemnification.  The Company agrees to indemnify and hold the Advisors and their affiliates (including, without limitation, affiliated investment entities) and each of their respective partners, executives, officers, directors, employees, agents and controlling persons (each such person, including the Advisors, being an “Indemnified Party”) harmless from and against (i) any and all losses, claims, damages and liabilities (including, without limitation, losses, claims, damages and liabilities arising from or in connection with legal actions brought by or on behalf of the holders or future holders of the outstanding securities of the Company or its subsidiaries or affiliates, or creditors or future creditors of the Company or its subsidiaries or affiliates, joint, several or otherwise, to which such Indemnified Party may become subject under any applicable federal, state, foreign or local law, or otherwise, related to or arising out of any activity contemplated by this Agreement or the retention of the Advisors pursuant to this Agreement and (ii) any and all losses, claims, damages and liabilities, joint, several or otherwise related to the Company or any of its direct or indirect subsidiaries or the securities or obligations of any such entities.  The Company will further, subject to the proviso to the immediately preceding sentence, reimburse any Indemnified Party for all expenses (including counsel fees and disbursements) upon request as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising from any of the foregoing, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by the Company; provided, however, that the Company will not be liable to an Indemnified Party under the foregoing indemnification provision (and amounts previously paid that are determined not required to be paid by the Company pursuant to the terms of this paragraph 5 shall be repaid promptly) to the extent that any loss, claim, damage, liability or expense is found in a final judgment by a court to have resulted from such Indemnified Party’s willful misconduct or gross negligence.  The Company agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company or any of its subsidiaries or affiliates related to or arising out of the retention of the Advisors pursuant to this Agreement except to the extent that any loss, claim, damage, liability or expense is found in a final, non-appealable judgment by a court to have resulted from such Advisor’s willful misconduct, bad faith or gross negligence.

The Company also agrees that  it will not settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding to which an Indemnified Party is an actual or potential party and in respect of which indemnification could be sought under the indemnification provision in the immediately preceding paragraph, without the consent of such Indemnified Party unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability arising out of such claim, action or proceeding.

Promptly after receipt by an Indemnified Party of notice of any suit, action, proceeding or investigation with respect to which an Indemnified Party may be entitled to indemnification hereunder, such Indemnified Party will notify the Company in writing of the assertion of such claim or the commencement of such suit, action, proceeding or investigation, but the failure to so notify the Company shall not relieve the Company from any liability which it may have hereunder, except to the extent that such failure has materially prejudiced the Company.  If the Company so elects within a reasonable time after receipt of such notice, the Company may participate at its own expense in the defense of such suit, action, proceeding or investigation. Each Indemnified Party may employ separate counsel to represent it or defend it in any such suit, action, proceeding, investigation in which it may become involved or is named as a defendant and, in such event, the reasonable fees and disbursements of such counsel shall be borne by the Company; provided, however, that the Company will not be required in connection with any such suit, action, proceeding or investigation, or separate but substantially, similar actions arising out of the same general allegations or circumstances, to pay the fees and disbursements of more than one separate counsel (other than local counsel) for all Indemnified Parties in any single action or proceeding.  Whether or not the Company participates in the defense of any claim, the Company and the Indemnified Parties shall cooperate in the defense thereof and shall furnish such records, information and testimony,

and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith.

If the indemnification provided for in clause (i) of the first sentence of this paragraph 5 is finally judicially determined by a court of competent jurisdiction to be unavailable to an Indemnified Party, or insufficient to hold any Indemnified Party harmless, in respect of any losses, claims, damages or liabilities (other than any losses, claims, damages or liabilities found in a final judgment by a court to have resulted from such Indemnified Party’s willful misconduct or gross negligence), then the Company, on the one hand, in lieu of indemnifying such Indemnified Party, and the Advisors, on the other hand, will contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received, or sought to be received, by the Company on the one hand and the Advisors, solely in their capacity as an advisor under this Agreement, on the other hand in connection with the transactions to which such indemnification, contribution or reimbursement is sought, or (ii) if (but only if) the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company on the one hand and the Advisors on the other, as well as any other relevant equitable considerations; provided, however, that in no event shall the aggregate contribution of the Advisors hereunder exceed the amount of fees actually received by the Advisors in respect of the transaction at issue pursuant to this Agreement.  The amount paid or payable by a party as a result of the losses, claims, damages and liabilities referred to above will be deemed to include any legal or other fees or expenses reasonably incurred in defending any action or claim.  The Company and the Advisors agree that it would not be just and equitable if contribution pursuant to this paragraph 5 were determined by pro rata allocation or by any other method which does not take into account the equitable considerations referred to in this paragraph 5.  The indemnity, contribution and expense reimbursement obligations that the Company has under this letter shall be in addition to any the Company may have, and notwithstanding any other provision of this letter, shall survive the termination of this Agreement.

6.Confidentiality. Any advice or opinions provided by the Advisors may not be disclosed or referred to publicly or to any third party (other than the Company’s legal, tax, financial or other advisors) by the Company, except in accordance with the Advisors’ prior written consent.

7.Miscellaneous.

a.The Advisors shall act as independent contractors, with duties solely to the Company.  The provisions hereof shall inure to the benefit of and shall be binding upon the parties hereto and their respective successors and assigns.  Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective successors and assigns, and, to the extent expressly set forth herein, the Indemnified Parties, any rights or remedies under or by reason of this Agreement.  Without limiting the generality of the foregoing, the parties acknowledge that nothing in this Agreement, expressed or implied, is intended to confer on any present or future holders of any securities of the Company or its subsidiaries or affiliates, or any present or future creditor of the Company or its subsidiaries or affiliates, any rights or remedies under or by reason of this Agreement or any performance hereunder.

b.This Agreement shall be governed by and construed in accordance with the internal laws of the state of New York.

c.Each party hereto represents and warrants that the execution and delivery of this Agreement by such party has been duly authorized by all necessary action of such party.

d.If any term or provision of this Agreement or the application thereof shall, in any jurisdiction and to any extent, be invalid and unenforceable, such term or provision shall be ineffective, as to such jurisdiction, solely to the extent of such invalidity or unenforceability without rendering invalid or unenforceable any remaining terms or provisions hereof or affecting the validity or enforceability of such term or provision of law that renders any term or provision of this Agreement invalid or unenforceable in any respect.

e.Each party hereto waives all right to trial by jury in action, proceeding or counterclaim (whether based upon contract, tort or otherwise) related to or arising out of the retention of the Advisors pursuant to, or the performance by the Advisors of the Services contemplated by this Agreement.

f.This Agreement may be executed in counterparts, each of which shall be deemed an original Agreement, but all of which together shall constitute one and the same instrument.

g.This Agreement may be amended, modified or waived only by a written amendment signed by each of the parties hereto, and no waiver of any provision hereof shall be effective unless expressed n a writing signed by the party to be charged.  No delay or omission by any party in exercising any right with respect to this Agreement shall operate as a waiver.  A waiver on one occasion shall not be construed as a bar to, or waiver of, any right or remedy on any future occasion.

(Signature Page Follows)

IN WITNESS WHEREOF, the parties hereto have executed this Management Services Agreement on the date first written above.

Accuride Corporation
By:	/s/ Terrence J. Keating
Name:  Terrence J. Keating
Title:  President and Chief Executive Officer
Kohlberg Kravis Roberts & Co. L.P.
By:	/s/ James H. Greene Jr.
Name:
Title:
Trimaran Fund Management, L.L.C.
By:	/s/ Steven Flyer
Name:
Title:

EX-10.41

Exhibit 10.41

EXECUTION COPY

EMPLOYMENT AGREEMENT

AGREEMENT, dated as of January 31, 2005 (this “Agreement”), by and between Accuride Corporation (the “Company”) and James Cirar (the “Executive”).

WHEREAS, the Executive is currently employed by Transportation Technologies Industries, Inc. (“TTI”) pursuant to the terms of an Employment Agreement dated August 2, 2004 (the “Current Agreement”);

WHEREAS, the Company and TTI are parties to a merger agreement pursuant to which TTI will become a subsidiary of the Company (the “Acquisition”); and

WHEREAS, the Company desires to employ the Executive as Senior Vice President/Gunite & Brillion Operations under the terms and conditions specified herein, and the Executive desires to be so employed by the Company.

NOW, THEREFORE, in consideration of the mutual promises and conditions set forth herein, the parties hereto agree as follows:

1.Term.  This Agreement shall be effective as of the closing date of the merger (the “Effective Date”) involving the Company’s acquisition (the “Acquisition”) of Transportation Technologies Industries, Inc. (“TTI”).  The initial term of this Agreement will begin on the Effective Date and except as otherwise provided in Section 5 below, end on the first anniversary of the Effective Date (the “Term”).

2.Duties and Authority.   During the Term, Executive agrees to serve the Company, and the Company agrees to employ Executive, as Senior Vice President/Gunite & Brillion Operations which position’s duties consist of (a) directly overseeing and pursuing the effective operation of the Gunite & Brillion (excluding Farm Products) subsidiaries of TTI, with the goal of meeting or exceeding the 2005 business plan and budget of each such subsidiary or division, (b) aggressively driving TTI integration initiatives involving Gunite and Brillion, and (c) serving on the Company’s Executive Committee.  The Executive shall report directly to the Chief Executive Officer (“CEO”) of the Company.  The Executive agrees to devote substantially all of his business time and energies to the business of the Company and to perform faithfully, diligently and competently his duties hereunder.  Subject to the restrictions in Sections 7 and 8 below, the Executive shall be permitted to serve on such boards and perform such charitable activities, as he desires, provided that the Executive’s performance of such activities does not interfere with the Executive’s performance of his duties hereunder.

3.Location.  Except for travel associated with the performance of his duties, Executive may continue to perform his duties at his current location with TTI and will not be required to move to Evansville, Indiana to the Company’s headquarters.

4.Compensation and Benefits.  In full consideration for all services rendered by Executive in all capacities during the Term, the Company shall provide and the Executive will receive the following compensation and benefits:

(a)Base Salary.  During the Term Executive shall receive an annual base salary of $443,000 (the “Base Salary”) payable and earned in accordance with the customary payroll practices of the Company. If Executive remains employed following the end of the Term, then Executive and the Company shall agree upon a mutually acceptable annual Base Salary, which may be lower than $443,000.  Any mutually agreed upon reduction in Base Salary, shall not constitute Good Reason under Section 5(d)(i)(C) provided that the Executive’s Base Salary and target bonus potential under Section 4(b) shall not be less than Executive’s Base Salary and bonus potential during the Term.

(b)Bonus Potential.  During the Term, Executive shall be eligible to earn a bonus of $44,300 in the event that Gunite and Brillion meet budgeted levels of EBITDA, Working Capital and CapEx for 2005.  No partial bonus will be paid if budgeted levels are not met.  If the Executive remains employed with the Company following the end of the Term, then Executive and the Company shall mutually agree upon an acceptable target bonus potential.

(c)Stock Options.  Executive shall be granted options to purchase the Company’s common stock at a level and on terms consistent with the highest grant made to a Senior Vice President of the Company.  Options when granted shall have an exercise price equal to the fair market value of the Company’s stock on the date of grant as determined by the Company’s Board of Directors in a manner consistent with the Company’s stock option plan.

(d)Employee Benefits.

(i)General.  Except as provided in 4(d)(v) and the executive life insurance program, the Executive shall be eligible to participate in all employee retirement and welfare benefit plans now or hereafter maintained by or on behalf of the Company for Tier I level executives of the Company, including qualified or nonqualified retirement, medical, life, and disability plans according to their terms, and recognizing Executive’s service with TTI as service with the Company for this purpose.

(ii)Executive Health Program.  Executive will be eligible to participate in the Company’s Mayo Clinic Executive Health Program in accordance with its plan design.

(iii)Financial and Estate Planning.  Executive will be eligible for the Company’s financial planning program stipend of $9,500 per year, plus a gross up payment from the Company for any taxes incurred by Executive as a result of such payment.

(iv)Life Insurance.  During the Term, the Company will pay directly or will reimburse Executive for the premiums on his $500,000 SunLife life insurance policy, with a tax gross-up at a level consistent with the Company’s Executive Life Insurance Program.

(v)Retirement Allowance.  In the event Executive’s employment extends beyond the end of the Term, Executive shall be eligible to participate in the Company’s Executive Retirement Allowance program, which is a non-qualified excess retirement plan.

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(vi)Perquisites.  During the Term Executive shall be entitled to participate in or receive such additional perquisites as other Tier I executives of the Company including paid vacation and excess personal liability insurance.

5.Termination of the Executive’s Employment.

(a)Death.Executive’s employment shall terminate immediately upon his death.

(b)Disability.  Executive’s employment shall terminate upon his “Disability.”  For purposes of this Agreement, “Disability” means a determination by a physician selected by the Company that as a result of incapacity due to mental or physical illness the Executive has been unable to perform the essential functions of his job with or without reasonable accommodation for a period in excess of 180 days in any one-year period.

(c)By the Company.  The Company may terminate the Executive’s employment in its sole discretion at any time during the Term, with or without Cause subject only to Section 6.  For purposes of this Agreement “Cause” means:

(i)the willful and continued neglect or refusal failure by the Executive to perform his duties and responsibilities, or the willful taking of actions (or willful failures to take actions) that materially impair the Executive’s ability to perform his duties or responsibilities that in each case continues following written notice by the Company (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness); or

(ii)any act by the Executive that constitutes gross negligence or willful misconduct in the performance of his duties hereunder, or the conviction of the Executive for any felony, in each case which is materially and manifestly injurious to the company and which is brought to the attention of the Executive in writing not more than thirty days from the date of its discovery by the Company or its Board of Directors (the “Board”).

 For purposes of this definition of Cause, no act, or failure to act, by Executive shall be deemed “willful” unless done or omitted without good faith or without reasonable belief that the action or omission was in the best interest of the Company.  Any act, or failure to act, based upon the direction or instruction of the Board pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be presumed to be done, or omitted to be done, in good faith and in the best interests of the Company absent knowledge by the Executive to the contrary.  Executive shall not be deemed to have been terminated for Cause without an opportunity for the Executive, together with his counsel, after notice of such termination to be heard before the Board and with a reasonable opportunity for Executive to cure the action or inaction specified by the Company, if curable.

If Executive’s employment is terminated for Cause prior to August 2, 2007, the Company shall advance Executive any reasonable legal fees and expenses he may incur in connection with such alleged termination for Cause; provided, however, that if a court of competent jurisdiction determines that the termination for Cause was proper and in accordance with the terms of this Agreement, then Executive will reimburse the Company for all fees and expenses so advanced.

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(d)By the Executive.

(i)Executive may terminate his employment with the Company at any time during the Term, with Good Reason.  Executive may terminate his employment with the Company at any time without Good Reason, upon 30 days written notice to the Company.  For purposes of this Agreement, “Good Reason” means:

(A)a material breach of this Agreement by the Company, after a written demand for substantial compliance delivered to the Company that specifically identifies the manner in which Executive believes the Company has not substantially complied, and the Company has not remedied the alleged Good Reason within twenty (20) days of such written demand;

(B)the requirement that Executive relocate without his consent to a location which is outside the Chicago metropolitan area;

(C)the Company’s reduction in Base Salary or any other agreed-upon benefit required to be provided under this Agreement during the Term; or

(D)a material and adverse reduction in Executive’s duties, title, responsibilities, authority or reporting responsibilities without his prior written consent; or

(E)a failure of any successor (by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to become liable for the performance of this Agreement by assumption pursuant to the terms of this Agreement or by operation of law or otherwise.

(ii)Executive may terminate his employment for any reason during the period December 15, 2005 to January 15, 2006 and such termination shall be treated as a termination for Good Reason for purposes of this Agreement.

6.Compensation and Benefits Upon Termination of Employment.

(a)Without Cause, Good Reason Termination, Death or Disability.  If prior to August 2, 2007, the Company terminates Executive’s employment without Cause or the Executive terminates his employment due to Good Reason, Death or Disability, all compensation payable to the Executive under Section 4 will cease as of the effective date of such termination (the “Termination Date”), and subject to the effectiveness of a release of all employment related claims against the Company, the Company will provide the following payments and benefits to Executive:

(i)Subject to Section 9, a lump sum cash payment (less taxes and withholdings) within five (5) days of the Termination Date equal to $1,772,000.

(ii)For a period of three years from the Termination Date, the Company at its own cost shall continue Executive’s participation in all medical, life and other “employee welfare benefit plans” (as that term is defined in Section 3(1) of the Employee

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Retirement Income Security Act of 1974, as amended) in which Executive was entitled to participate immediately prior to his termination, so long as Executive’s continued participation is permitted under the terms and provisions of such plans and programs.  In the event that Executive’s participation in any such plan or program is barred, the Company shall arrange to provide the Executive with benefits substantially similar to those that the Executive would otherwise have been entitled to receive under such plans and programs from which his continued participation is barred;

(iii)For a period of three years from the Termination Date, the Company shall at its own cost, continue to provide Executive with the perquisites the Company gave or provided to Executive immediately prior to his termination;

(iv)A lump sum cash payment of all earned but unpaid Base Salary through the Termination Date, any earned but unpaid bonus for which the performance measurement period has ended prior to the Termination Date,  any accrued but unused vacation as of the Termination Date, unreimbursed business expenses, amounts payable under any Company benefit plans in accordance with the terms of those plan.   Such cash payment shall be made within five (5) days of the Termination Date;

(v)A lump sum cash payment equal to the pro-rated bonus described in Section 4(b) for 2005 or any other performance measurement period that includes the Termination Date.  Such cash payment shall be made in the normal course following the end of the performance period; and

(vi)A mutual release of any claims against Executive by the Company, other than claims based on (i) criminal acts, (ii) fraud, or (iii) bad faith nondisclosure of material facts relating to the representations and warranties made by TTI the basis of which were based on Executive’s knowledge.

(b)Termination For Cause or Without Good Reason.  If Executive’s employment is terminated by the Company for Cause or by the Executive without Good Reason (other than death or Disability), Executive will receive only the amounts payable under Section 6(a)(iv) and the Company shall, thereafter have no further obligations to Executive.

(c)Mitigation and Survival.  The Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 6 be reduced by any compensation earned by the Executive as a result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to TTI, the Company, or otherwise.  Further, the obligations of the Company to make payments and provide benefits under this Section 6 shall survive the termination of this Agreement.

7.Confidentiality.  Executive acknowledges that as key management he is involved on a high level in the development, implementation and management of the Company’s strategies and plans and as such he has and will acquire confidential information regarding the business of the Company and its subsidiaries and affiliates.  Accordingly, the Executive agrees

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that, without the prior written consent of the Company, he will not, at any time, disclose to any unauthorized person or otherwise use any such confidential information for any reason other than the Company’s business.  For this purpose, confidential information means non-public information concerning the financial data, business strategies, product development (and proprietary product data), customer lists, marketing plans, operations, industrial relations, acquisitions and other proprietary information concerning the Company and its subsidiaries and affiliates, except for specific items that have become publicly available other than as a result of the Executive’s breach of this Agreement.

8.Competitive Activity.

(a)By virtue of Executive’s unique and sensitive position and special background, employment of Executive by a competitor of the Company represents a serious competitive danger to the Company, and the use of Executive’s knowledge and information about the Company’s business, strategies and plans can and would constitute a valuable competitive advantage over the Company.  Accordingly, during Executive’s employment and for thirty-six (36) months thereafter, Executive agrees and covenants that he will not, without the prior written consent of the Company, directly or indirectly, knowingly engage or knowingly have an interest in (meaning as owner, partner, stockholder, employee, director, officer, agent, consultant or equivalent relationship), with or without compensation, any business in North America in direct competition with any business of the Company which comprised more than ten percent (10%) of the Company’s revenues during any four consecutive complete fiscal quarters during the term of Executive’s employment.  This Section 8(a)  does not prohibit the mere passive ownership of less than five percent (5%) of the outstanding stock of any public corporation as long as Executive is not otherwise in violation of this Section 8.  For purposes of this Section 8(a) and Section 8(b), the term “Company” shall include the company and its subsidiaries and affiliates, including TTI and its subsidiaries and divisions.

(b)During Executive’s employment and for thirty-six (36) months thereafter Executive will not without the prior written consent of the Company, directly or indirectly, on his own behalf or on behalf of any other person or entity:

(i)directly or indirectly, solicit, or otherwise encourage the resignation of any officer, employee, agent, consultant, or independent contractor of the Company without the prior written approval of Company;

(ii)interfere with or induce any person or entity that is a customer of TTI during the twelve (12) month period prior to the Effective Date to discontinue any business relationship with the Company or to refrain from entering into a business relationship or transaction with the Company.

(c)Additional Payment for Covenant.  Subject to compliance with the covenants contained in Section 8, the Company shall make a lump sum cash payment to the Executive within five (5) days of the Executive’s Termination Date equal to $886,000.  Nothing in this Section 8(c) is intended to preclude a portion of the payments under Section 6 from being

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treated as attributable to a covenant not to compete for purposes of federal tax deductions or application of Sections 280G or 4999 of the Internal Revenue Code of 1986, as amended.

(d)Remedy for Breach.  The Executive hereby acknowledges that the provisions of Section 8 are reasonable and necessary for the protection of the Company and its subsidiaries and affiliates.  Executive further acknowledges that the Company and its subsidiaries and affiliates will be irreparably harmed if such covenants are not specifically enforced.  Accordingly, Executive agrees that, in addition to any other relief to which the Company may be entitled, including claims for damages, the Company will be entitled to seek and obtain injunctive relief (without the requirement of any bond) from a court of competent jurisdiction for the purposes of restraining Executive from an actual or threatened breach of such covenants.  In addition, and without limiting the Company’s other remedies, in the event a court of competent jurisdiction issues a non-appealable ruling that the Executive breached any of the covenants contained in Section 8, the Company will have no obligation to pay or provide any further amounts under Section 6 of this Agreement and the Executive shall repay the Company for all amounts paid under Section 8(c), which shall offset any monetary damages.

(e)Restrictive Modification.  If any of the rights or restrictions contained herein shall be deemed to be unenforceable by reason of the extent, duration or geographical scope of such rights or restrictions, the parties hereby agree that a court of competent jurisdiction shall reduce such extent, duration and geographical scope and enforce such right or restriction in its reduced form for all purposes in the manner contemplated hereby; provided that such extent, duration and geographical scope shall only be reduced to the extent necessary in order to make such right or restriction enforceable.

9.Treatment of Parachute Payments.

(a)Notwithstanding any other provisions of this Agreement, and except as set forth below, in the event that any payment or benefit received or to be received by Executive in connection with the Acquisition, or other Change in Control of the Company or termination of Executive’s employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company or any subsidiary of the Company (all such payments and benefits being herein after called “Total Payments”) is determined to be an “excess parachute payment” pursuant to Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) or any successor or substitute provision of the Code, with the effect that Executive is liable for the payment of an excise tax described in Code Section 4999 or any successor or substitute provision of the Code (the “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason of Code Section 280G in such other plan, arrangement or agreement, the cash payments provided in Section 6(a) of this Agreement shall first be reduced, and the noncash payments and benefits shall thereafter be reduced to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax; provided, however, that Executive may elect (at anytime prior to the payment of any Total Payment under this Agreement) to have the noncash payments and benefits reduced (or eliminated) prior to any reduction of the cash payments under this Agreement.  Notwithstanding the foregoing, payments or benefits under this Agreement will not be reduced unless: (i) the net amount of the Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments) is greater than (ii) the difference of (A) the net amount of

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such Total Payments, without reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments), minus (B) the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments.

(b)All determination required to be made under this Section 9 and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm selected by the Company (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Executive not later than 5 days prior to the Executive’s termination date or the Change in Control, whichever is earlier.  The Company shall pay all fees and expenses of the Accounting Firm.  For purposes of the computations required by this Section 9, to the extent not otherwise specified here, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon and Executive shall be deemed to pay federal, state and local income and payroll taxes at the highest marginal rate of taxation. Additionally, such calculations shall not include any amounts which are exempt from Section 280G by reason of Section 280G(b)(5).  The Company shall engage a third party valuation firm to determine the value of  the covenant under Section 8 and the Accounting Firm in performing its calculations shall rely on such valuation to determine whether the payment in Section 8(c) is reasonable compensation for compliance with Section 8 of this Agreement.   Any determination by the Accounting Firm shall be binding upon the Company and Executive, except as provided in Section (c) below.

(c)As a result in the uncertainty in the application of Code Sections 280G and 4999 at the time of the initial determination of the Accounting Firm hereunder, it is possible that the Internal Revenue Service or other agency will claim that an Excise Tax, or a greater Excise Tax, is due.  If Executive is required to make a payment of any such Excise Tax, the Company will promptly pay Executive an additional amount equal to the amount, or greater amount, of Excise Tax the Executive is required to pay (plus a gross up payment for an income taxes, interest, penalties or additional Excise Tax payable by Executive with respect to such Excise Tax or additional payment), as determined by the Accounting Firm.  Executive will notify the Company in writing of any claim by the IRS or other agency that, if successful, would require payment by the Company of the additional payments under this Section 9(c).  Executive and the Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to the Total Payments.  The Company shall pay all fees and expenses of Executive relating to a claim by the IRS or other agency.

(d)For purposes of this Agreement, the term “Change in Control” shall mean and include (i) any sale, merger, consolidation, tender offer or similar acquisition of shares or other transaction or series of related transactions as a result of which at least a majority of the voting power of the Company is not held, directly or indirectly, by the persons or entities who held the Company’s securities with voting power before such transactions or (ii) a sale or other disposition of all or a substantial part of the Company’s assets, whether in one transaction or a series of related transactions; provided that, in the event of a transaction under either clause (i) or clause (ii) above, Kohlberg Kravis Roberts & Co. (“KKR”) has liquidated at least 50% of its equity investment, as valued as of the date of the Change in Control, in the Company for cash consideration.

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10.Miscellaneous.

(a)Survival.  The obligations of the Company in Sections 5, 6, 8 and 9 and the obligations of the Executive in Sections 7 and 8 will survive the termination of this Agreement.

(b)Notice.  Any notice, consent or other communication made or given in connection with this Agreement shall be in writing and will be deemed to have been duly given when delivered or five (5) business days after mailed by United States registered or certified mail, return receipt requested, to the parties at the addresses set forth below.

To Executive:

James Cirar
4855 Cider Hill Drive
Rochester, Michigan 48306

with a copy to:

Winston & Strawn LLP
35 West Wacker Drive
Chicago, IL 60601
Attn:  Robert F. Wall

To Company:

Accuride Corporation

7140 Office Circle

Evansville, IN  47715

with a copy to:

Peter Kerman

Latham & Watkins

135 Commonwealth Drive

Menlo Park, California 94025

(c)Entire Agreement.  This Agreement and any other instrument making reference to this paragraph supersede any and all existing agreements between the Executive and the Company or any of its subsidiaries or affiliates relating to the terms of the Executive’s employment, including but not limited to the Current Agreement, which upon the Effective Date of this Agreement shall be terminated and cancelled.

(d)Amendments and Waivers.  No provisions of this Agreement may be amended, modified, waived or discharged except as agreed to in writing by the Executive and the Company.  The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion will not be considered a waiver thereof or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

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(e)Successors.  Neither this Agreement nor any of the rights of the parties hereunder may be assigned by either party hereto except that the Company may assign its rights and obligations hereunder to a corporation or other entity that acquires substantially all of its assets, provided that such assignee executes and delivers to the Executive an agreement undertaking to assume the obligations of the Company under this Agreement.  Any assignment or transfer of this Agreement in violation of the foregoing provisions will be void.  This Agreement shall be binding upon and inure to the benefit of the Executive and the Company and its successors and permitted assigns.

(f)Governing Law.  This Agreement will be governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and/or to be performed in that State, without regard to any choice of law provisions thereof.

(g)Withholdings.  The Company shall withhold from any benefit provided or payment due hereunder the amount of withholding taxes due any federal, state, or local authority in respect of such benefit or payment and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such withholding taxes.

(h)Severability.  If any provision of this Agreement is invalid or unenforceable, the balance of this Agreement will remain in effect, and if such provision is inapplicable to any person or circumstance, it will nevertheless remain applicable to all other persons and circumstances.

(i)Indemnification.  With respect to performance of services for the Company and TTI after the Effective Time, the Executive shall be entitled to such indemnification under the terms of the Company’s Bylaws, Articles of Incorporation or other policies, including coverage under any directors’ and officers’ liability insurance maintained by the Company, as in effect from time to time, to the same extent as other current or former officers of the Company.

(j)Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

[Signature Page Follows]

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EXECUTION COPY

IN WITNESS WHEREOF, the Executive has hereto set his hand and the Company has caused these presents to be executed in its name on its behalf, all as of the day and year first above written.

JAMES CIRAR
/s/ James Cirar
ACCURIDE CORPORATION
By:	/s/ Terrence J. Keating
	Name: Terrence J. Keating
	Title: President and Chief Executive Officer

[Signature Page to Cirar Employment Agreement]

EX-10.42

Exhibit 10.42

EXECUTION COPY

EMPLOYMENT AGREEMENT

AGREEMENT, dated as of January 31, 2005 (this “Agreement”), by and between Accuride Corporation (the “Company”) and Andrew M. Weller (the “Executive”).

WHEREAS, the Executive is currently employed by Transportation Technologies Industries, Inc. (“TTI”) pursuant to the terms of an Employment Agreement dated August 2, 2004 (the “TTI Agreement”);

WHEREAS, the Company and TTI are parties to a merger agreement pursuant to which TTI will become a subsidiary of the Company (the “Acquisition”); and

WHEREAS, the Company desires to employ the Executive as Executive Vice President/TTI Operations & Integration under the terms and conditions specified herein, and the Executive desires to be so employed by the Company.

NOW, THEREFORE, in consideration of the mutual promises and conditions set forth herein, the parties hereto agree as follows:

1.Term.  This Agreement shall be effective as of the closing date of the Acquisition (the “Effective Date”) and shall replace the TTI Agreement, which shall simultaneously terminate on the Effective Date.  The initial term of this Agreement will begin on the Effective Date and except as otherwise provided in Section 5 below, end on the first anniversary of the Effective Date (the “Term”).  If the Effective Date does not occur, this Agreement shall be void and have no effect.

2.Duties and Authority.  During the Term, Executive agrees to serve the Company, and the Company agrees to employ Executive, as Executive Vice President/TTI Operations & Integration which position’s duties and responsibilities consist of (a) directly overseeing and pursuing the effective operation of the following subsidiaries and divisions of TTI: Fabco, Bostrom, Imperial and Brillion Farm Products, with the goal of meeting or exceeding the 2005 business plan and budget of each such subsidiary or division, (b) aggressively driving integration initiatives of TTI and the Company in sales, marketing, finance, controls, planning and forecasting as well as any other synergy objectives as may be identified, (c) leading the sale process for any TTI subsidiaries or divisions to be divested and (d) serving on the Company’s Executive Committee.  The Executive shall report directly to the Chief Executive Officer (“CEO”) of the Company.  During the Term the Company will nominate and recommend the Executive for election to the Company’s Board of Directors.  The Executive agrees to devote substantially all of his business time and energies to the business of the Company and to perform faithfully, diligently and competently his duties hereunder.  Subject to the restrictions in Sections 7 and 8 below, the Executive shall be permitted to serve on such boards and perform such charitable activities, as he desires, provided that the Executive’s performance of such activities does not interfere with the Executive’s performance of his duties hereunder.

3.Location.  Except for travel associated with the performance of his duties, Executive may continue to perform his duties at his current location with TTI and will not be required to move to Evansville, Indiana to the Company’s headquarters.

4.Compensation and Benefits.  In full consideration for all services rendered by Executive in all capacities during the Term, the Company shall provide and the Executive will receive the following compensation and benefits:

(a)Base Salary.  During the Term Executive shall receive a base salary of $550,000 (the “Base Salary”) payable in accordance with the customary payroll practices of the Company.   Following the end of the Term, Executive and the Company shall agree upon a mutually acceptable Base Salary.

(b)Bonus Potential. Executive shall be eligible to participate in the Company’s Annual Incentive Compensation Plan Guidelines (“AICP”) at a Class 1 level (Payout at Threshold of 23% of Base Salary, payout at Target of 75% of Base Salary and payout maximum of 135% of Based Salary).

(c)Stock Options.  Executive shall be granted options to purchase the Company’s common stock at a level and on terms consistent with other Executive Vice Presidents of the Company.  Options when granted shall have an exercise price equal to the fair market value of the Company’s stock on the date of grant as determined by the Company’s Board of Directors in a manner consistent with the Company’s stock option plan.  One half of such options shall vest over a period of four years beginning on the first anniversary of the date of grant and one half shall vest based on performance target with such performance targets to be based on annual goals to be mutually determined by Executive and the CEO.

(d)Employee Benefits.

(i)General.  Except as provided in 4(d)(v) and the executive life insurance program, the Executive shall be eligible to participate in all employee retirement and welfare benefit plans now or hereafter maintained by or on behalf of the Company for Tier I level executives of the Company, including qualified or nonqualified retirement, medical, life, and disability plans according to their terms, and recognizing Executive’s service with TTI as service with the Company for this purpose.

(ii)Executive Health Program.  Executive will be eligible to participate in the Company’s Mayo Clinic Executive Health Program in accordance with its plan design.

(iii)Financial and Estate Planning.  Executive will be eligible for the Company’s financial planning program stipend of $12,000 per year, plus a gross up payment from the Company for any taxes incurred by Executive as a result of such payment.

(iv)Life Insurance.  During the Term, the Company will pay directly or will reimburse Executive for the premiums on his $1,300,000 life insurance policy (with a premium cost of $33,466 in 2004), at a level consistent with the levels in effect in 2004.

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(v)Retirement Allowance.  In the event Executive’s employment extends beyond the end of the Term, Executive shall be eligible to participate in the Company’s Executive Retirement Allowance program, which is a non-qualified excess retirement plan.

(vi)Perquisites.  During the Term Executive shall be entitled to participate in or receive such additional perquisites as other Tier I executives of the Company including paid vacation and excess personal liability insurance.

5.Termination of the Executive’s Employment.

(a)Death.Executive’s employment shall terminate immediately upon his death.

(b)Disability.  Executive’s employment shall terminate upon his “Disability.”  For purposes of this Agreement, “Disability” means a determination by a physician selected by the Company that as a result of incapacity due to mental or physical illness the Executive has been unable to perform the essential functions of his job with or without reasonable accommodation for a period in excess of 180 days in any one-year period.

(c)By the Company.  The Company may terminate the Executive’s employment in its sole discretion at any time during the Term, with or without Cause subject only to Section 6.  For purposes of this Agreement “Cause” means:

(i)the willful and continued neglect or refusal failure by the Executive to perform his duties and responsibilities, or the willful taking of actions (or willful failures to take actions) that materially impair the Executive’s ability to perform his duties or responsibilities that in each case continues following written notice by the Company (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness); or

(ii)any act by the Executive that constitutes gross negligence or willful misconduct in the performance of his duties hereunder, or the conviction of the Executive for any felony, in each case which is materially and manifestly injurious to the company and which is brought to the attention of the Executive in writing not more than thirty days from the date of its discovery by the Company or its Board of Directors (the “Board”).

 For purposes of this definition of Cause, no act, or failure to act, by Executive shall be deemed “willful” unless done or omitted without good faith or without reasonable belief that the action or omission was in the best interest of the Company. Any act, or failure to act, based upon the direction or instruction of the Board pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be presumed to be done, or omitted to be done, in good faith and in the best interests of the Company absent knowledge by the Executive to the contrary.  Executive shall not be deemed to have been terminated for Cause without an opportunity for the Executive, together with his counsel, after notice of such termination to be heard before the Board and with a reasonable opportunity for Executive to cure the action or inaction specified by the Company, if curable.

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If Executive’s employment is terminated for Cause prior to August 2, 2007, the Company shall advance Executive any reasonable legal fees and expenses he may incur in connection with such alleged termination for Cause; provided, however, that if a court of competent jurisdiction determines that the termination for Cause was proper and in accordance with the terms of this Agreement, then Executive will reimburse the Company for all fees and expenses so advanced.

(d)By the Executive.

(i)Executive may terminate his employment with the Company at any time during the Term, with Good Reason.  Executive may terminate his employment with the Company at any time without Good Reason, upon 30 days written notice to the Company.  For purposes of this Agreement, “Good Reason” means:

(A)a material breach of this Agreement by the Company, after a written demand for substantial compliance delivered to the Company that specifically identifies the manner in which Executive believes the Company has not substantially complied, and the Company has not remedied the alleged Good Reason within twenty (20) days of such written demand;

(B)the requirement that Executive relocate without his consent to a location which is outside the Chicago metropolitan area;

(C)the Company’s reduction in Base Salary or any other agreed-upon benefit required to be provided under this Agreement during the Term;

(D)a material and adverse reduction in Executive’s duties, title, responsibilities, authority or reporting responsibilities without his prior written consent; or

(E)a failure of any successor (by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to become liable for the performance of this Agreement by assumption pursuant to the terms of this Agreement or by operation of law or otherwise.

(ii)Executive may terminate his employment for any reason during the period December 15, 2005 to January 15, 2006.  Any such termination shall be treated as a termination for Good Reason for purposes of this Agreement and shall be effective immediately upon written notice from the Executive.

6.Compensation and Benefits Upon Termination of Employment.

(a)Vested Retiree Medical Benefits.  If Executive’s employment terminates for any reason (other than a termination by the Company for Cause) then Executive, Executive’s Spouse (as defined below) and his dependents shall be entitled to continue medical and dental insurance benefits under the Company’s medical and dental insurance benefits as in effect from time to time and applicable to Tier I executives of the Company until the later of the death of Executive or the Executive’s Spouse.  The cost of such benefits shall be paid by the Company without any contribution required by Executive.  If the Company offers more than one

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type of coverage, Executive shall be provided the most comprehensive coverage available, including any right of the Executive, the Executive’s Spouse and dependents to elect their own care providers.  To the extent that Executive or Executive’s Spouse is at any time eligible to elect insurance under the Medicare program or its equivalent, or is provided coverage under another employer’s group health plan the insurance under this Section 6(a) shall be only supplementary or secondary to the extent allowed by law.  For purposes of this Section 6(a), the Executive’s Spouse shall refer to the spouse of the Executive immediately prior to the termination of Executive’s employment with the Company.  This is a vested benefit that will be provided following the Executive’s employment termination for any reason other than termination by the Company for Cause.

(b)Without Cause, Good Reason Termination, Death or Disability.  If prior to August 2, 2007, the Company terminates Executive’s employment without Cause or the Executive terminates his employment due to Good Reason, Death or Disability, all compensation payable to the Executive under Section 4 will cease as of the effective date of such termination (the “Termination Date”), and subject to the effectiveness of a general release of all employment related claims against the Company, the Company will provide the following payments and benefits to Executive:

(i)A lump sum cash payment (less taxes and withholdings) within five (5) days of the Termination Date equal to the product of (A) two multiplied by (B) the sum of (x) Executive’s Base Salary and (y) the greatest of (I) Executive’s target bonus under the AICP, (II) Executive’s target bonus for 2004 at TTI, or (III) the average of the bonus payments Executive received for 2002, 2003, and 2004 from TTI;

(ii)For a period of three years from the Termination Date, the Company at its own cost shall continue Executive’s participation in all medical, life and other “employee welfare benefit plans” (as that term is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) in which Executive was entitled to participate immediately prior to his termination, so long as Executive’s continued participation is permitted under the terms and provisions of such plans and programs.  In the event that Executive’s participation in any such plan or program is barred, the Company shall arrange to provide the Executive with benefits substantially similar to those that the Executive would otherwise have been entitled to receive under such plans and programs from which his continued participation is barred.  Following such three-year period, Section 6(a) of this Agreement shall continue to apply;

(iii)For a period of three years from the Termination Date, the Company shall at its own cost, continue to provide Executive with the perquisites the Company gave or provided to Executive immediately prior to his termination;

(iv)A lump sum cash payment of all earned but unpaid Base Salary through the Termination Date, any earned but unpaid bonus for which the performance measurement period has ended prior to the Termination Date,  any accrued but unused vacation as of the Termination Date, unreimbursed business expenses, amounts payable under any Company benefit plans in accordance with the terms of those plan.   Such cash payment shall be made within five (5) days of the Termination Date;

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(v)A lump sum cash payment equal to the pro-rated bonus described in Section 4(b) for 2005 or any other performance measurement period that includes the Termination Date.  Such cash payment shall be made in the normal course following the end of the performance period; and

(vi)A mutual release of any claims against Executive by the Company, other than claims based on (A) criminal acts, (B) fraud, or (C) bad faith nondisclosure of material facts relating to the representations and warranties made by TTI the basis of which were based on Executive’s knowledge.

(c)Termination For Cause or Without Good Reason.  If Executive’s employment is terminated by the Company for Cause or by the Executive without Good Reason (other than death or Disability), Executive will receive only the amounts payable under Section 6(a) and 6(b)(iv) and the Company shall, thereafter have no further obligations to Executive.

(d)Mitigation and Survival.  The Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking employment or otherwise, nor except as otherwise specifically provided in Section 6(a) shall the amount of any payment or benefit provided for in this Section 6 be reduced by any compensation earned by the Executive as a result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to TTI, the Company, or otherwise.  Further, the obligations of the Company to make payments and provide benefits under this Section 6 shall survive the termination of this Agreement.

7.Confidentiality.  Executive acknowledges that as key management he is involved on a high level in the development, implementation and management of the Company’s strategies and plans and as such he has and will acquire confidential information regarding the business of the Company and its subsidiaries and affiliates.  Accordingly, the Executive agrees that, without the prior written consent of the Company, he will not, at any time, disclose to any unauthorized person or otherwise use any such confidential information for any reason other than the Company’s business.  For this purpose, confidential information means non-public information concerning the financial data, business strategies, product development (and proprietary product data), customer lists, marketing plans, operations, industrial relations, acquisitions and other proprietary information concerning the Company and its subsidiaries and affiliates, except for specific items that have become publicly available other than as a result of the Executive’s breach of this Agreement.

8.Competitive Activity.

(a)By virtue of Executive’s unique and sensitive position and special background, employment of Executive by a competitor of the Company represents a serious competitive danger to the Company, and the use of Executive’s knowledge and information about the Company’s business, strategies and plans can and would constitute a valuable competitive advantage over the Company.  Accordingly, during Executive’s employment and for thirty-six (36) months thereafter, Executive agrees and covenants that he will not, without the prior written consent of the Company, directly or indirectly, knowingly engage or knowingly

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have an interest in (meaning as owner, partner, stockholder, employee, director, officer, agent, consultant or equivalent relationship), with or without compensation, any business in North America in direct competition with any business of the Company which comprised more than ten percent (10%) of the Company’s revenues during any four consecutive complete fiscal quarters during the term of Executive’s employment.  This Section 8(a)  does not prohibit the mere passive ownership of less than five percent (5%) of the outstanding stock of any public corporation as long as Executive is not otherwise in violation of this Section 8.  For purposes of this Section 8(a) and Section 8(b), the term “Company” shall include the company and its subsidiaries and affiliates, including TTI and its subsidiaries and divisions.

(b)During Executive’s employment and for thirty-six (36) months thereafter Executive will not without the prior written consent of the Company, directly or indirectly, on his own behalf or on behalf of any other person or entity:

(i)directly or indirectly, solicit, or otherwise encourage the resignation of any officer, employee, agent, consultant, or independent contractor of the Company without the prior written approval of Company; or

(ii)interfere with or induce any person or entity that is a customer of TTI during the twelve (12) month period prior to the Effective Date to discontinue any business relationship with the Company or to refrain from entering into a business relationship or transaction with the Company.

(c)Additional Payment for Covenant.  Subject to compliance with the covenants contained in Section 8, the Company shall make a lump sum cash payment to the Executive within five (5) days of the Executive’s Termination Date equal to his Base Salary plus target AICP bonus for such year.  Nothing in this Section 8(c) is intended to preclude a portion of the payments under Section 6 from being treated as attributable to a covenant not to compete for purposes of federal tax deductions or application of Sections 280G or 4999 of the Internal Revenue Code of 1986, as amended.   The Company agrees to use the procedures described in Section 9(b) and (c) of this Agreement for purposes of  determining the value of such payment for purposes of federal tax deductions or application of Sections 280G or 4999 of the Internal Revenue Code of 1986, as amended.

(d)Remedy for Breach.  The Executive hereby acknowledges that the provisions of Section 8 are reasonable and necessary for the protection of the Company and its subsidiaries and affiliates.  Executive further acknowledges that the Company and its subsidiaries and affiliates will be irreparably harmed if such covenants are not specifically enforced.  Accordingly, Executive agrees that, in addition to any other relief to which the Company may be entitled, including claims for damages, the Company will be entitled to seek and obtain injunctive relief (without the requirement of any bond) from a court of competent jurisdiction for the purposes of restraining Executive from an actual or threatened breach of such covenants.  In addition, and without limiting the Company’s other remedies, in the event a court of competent jurisdiction issues a non-appealable ruling that the Executive breached any of the covenants contained in Section 8, the Company will have no obligation to pay or provide any further amounts under Section 6 of this Agreement and the Executive shall repay the Company for all amounts paid under Section 8(c), which shall offset any monetary damages.

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(e)Restrictive Modification.  If any of the rights or restrictions contained herein shall be deemed to be unenforceable by reason of the extent, duration or geographical scope of such rights or restrictions, the parties hereby agree that a court of competent jurisdiction shall reduce such extent, duration and geographical scope and enforce such right or restriction in its reduced form for all purposes in the manner contemplated hereby; provided that such extent, duration and geographical scope shall only be reduced to the extent necessary in order to make such right or restriction enforceable.

9.Treatment of Parachute Payments.

(a)Notwithstanding any other provisions of this Agreement, and except as set forth below, in the event that any payment or benefit received or to be received by Executive in connection with the Acquisition, or other Change in Control of the Company or termination of Executive’s employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company or any subsidiary of the Company (all such payments and benefits  being herein after called “Total Payments”) is determined to be an “excess parachute payment” pursuant to Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) or any successor or substitute provision of the Code, with the effect that Executive is liable for the payment of an excise tax described in Code Section 49999 or any successor or substitute provision of the Code (the “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason of Code Section 280G in such other plan, arrangement or agreement, the cash payments provided in Section 6(b) of this Agreement shall first be reduced, and the noncash payments and benefits shall thereafter be reduced to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax; provided, however, that Executive may elect (at anytime prior to the payment of any Total Payment under this Agreement) to have the noncash payments and benefits reduced (or eliminated) prior to any reduction of the cash payments under this Agreement.  Notwithstanding the foregoing, payments or benefits under this Agreement will not be reduced unless: (i) the net amount of the Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments) is greater than (ii) the difference of (A) the net amount of such Total Payments, without reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments), minus (B) the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments.

(b)All determination required to be made under this Section 9 and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm selected by the Company (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Executive not later than 5 days prior to the Executive’s termination date or the Change in Control, whichever is earlier.  The Company shall pay all fees and expenses of the Accounting Firm.  For purposes of the computations required by this Section 9, to the extent not otherwise specified here, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon and Executive shall be deemed to pay federal, state and local income and payroll taxes at the highest marginal rate of taxation. Additionally, such calculations shall not include any amounts which are exempt from Section 280G by reason of Section 280G(b)(5).  The Company shall engage a third party valuation firm to determine the value of  the covenant under Section 8 and the Accounting Firm in performing its calculations

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shall rely on such valuation to determine whether the payment in Section 8(c) is reasonable compensation for compliance with Section 8 of this Agreement.  Any determination by the Accounting Firm shall be binding upon the Company and Executive, except as provided in Section 9(c).

(c)As a result in the uncertainty in the application of Code Sections 280G and 4999 at the time of the initial determination of the Accounting Firm hereunder, it is possible that the Internal Revenue Service or other agency will claim that an Excise Tax, or a greater Excise Tax, is due.  If Executive is required to make a payment of any such Excise Tax, the Company will promptly pay Executive an additional amount equal to the amount, or greater amount, of Excise Tax the Executive is required to pay (plus a gross up payment for an income taxes, interest, penalties or additional Excise Tax payable by Executive with respect to such Excise Tax or additional payment), as determined by the Accounting Firm.  Executive will notify the Company in writing of any claim by the IRS or other agency that, if successful, would require payment by the Company of the additional payments under this Section 9(c).  Executive and the Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to the Total Payments.  The Company shall pay all fees and expenses of Executive relating to a claim by the IRS or other agency.

(d)For purposes of this Agreement, the term “Change in Control” shall mean and include (i) any sale, merger, consolidation, tender offer or similar acquisition of shares or other transaction or series of related transactions as a result of which at least a majority of the voting power of the Company is not held, directly or indirectly, by the persons or entities who held the Company’s securities with voting power before such transactions or (ii) a sale or other disposition of all or a substantial part of the Company’s assets, whether in one transaction or a series of related transactions; provided that, in the event of a transaction under either clause (i) or clause (ii) above, Kohlberg Kravis Roberts & Co. (“KKR”) has liquidated at least 50% of its equity investment, as valued as of the date of the Change in Control, in the Company for cash consideration.

10.Miscellaneous.

(a)Survival.  The obligations of the Company in Sections 5, 6, 8 and 9 and the obligations of the Executive in Sections 7 and 8 will survive the termination of this Agreement.

(b)Notice.  Any notice, consent or other communication made or given in connection with this Agreement shall be in writing and will be deemed to have been duly given when delivered or five (5) business days after mailed by United States registered or certified mail, return receipt requested, to the parties at the addresses set forth below.

To Executive:

Andrew M. Weller

659 Lincoln Avenue

Winnetka, Illinois 60093

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with a copy to:

Winston & Strawn LLP
35 West Wacker Drive
Chicago, IL 60601
Attn:  Robert F. Wall

To Company:

Accuride Corporation

7140 Office Circle

Evansville, IN  47715

with a copy to:

Peter Kerman

Latham & Watkins

135 Commonwealth Drive

Menlo Park, California 94025

(c)Entire Agreement.  This Agreement and any other instrument making reference to this paragraph supersede any and all existing agreements between the Executive and the Company or any of its subsidiaries or affiliates relating to the terms of the Executive’s employment, including but not limited to the Current Agreement, which upon the Effective Date of this Agreement shall be terminated and cancelled.

(d)Amendments and Waivers.  No provisions of this Agreement may be amended, modified, waived or discharged except as agreed to in writing by the Executive and the Company.  The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion will not be considered a waiver thereof or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

(e)Successors.  Neither this Agreement nor any of the rights of the parties hereunder may be assigned by either party hereto except that the Company may assign its rights and obligations hereunder to a corporation or other entity that acquires substantially all of its assets, provided that such assignee executes and delivers to the Executive an agreement undertaking to assume the obligations of the Company under this Agreement.  Any assignment or transfer of this Agreement in violation of the foregoing provisions will be void.  This Agreement shall be binding upon and inure to the benefit of the Executive and the Company and its successors and permitted assigns.

(f)Governing Law.  This Agreement will be governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and/or to be performed in that State, without regard to any choice of law provisions thereof.

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(g)Withholdings.  The Company shall withhold from any benefit provided or payment due hereunder the amount of withholding taxes due any federal, state, or local authority in respect of such benefit or payment and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such withholding taxes.

(h)Severability.  If any provision of this Agreement is invalid or unenforceable, the balance of this Agreement will remain in effect, and if such provision is inapplicable to any person or circumstance, it will nevertheless remain applicable to all other persons and circumstances.

(i)Indemnification.  With respect to performance of services for the Company and TTI after the Effective Time, the Executive shall be entitled to such indemnification under the terms of the Company’s Bylaws, Articles of Incorporation or other policies, including coverage under any directors’ and officers’ liability insurance maintained by the Company, as in effect from time to time, to the same extent as other current or former officers of the Company.

(j)Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

[Signature Page Follows]

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EXECUTION COPY

IN WITNESS WHEREOF, the Executive has hereto set his hand and the Company has caused these presents to be executed in its name on its behalf, all as of the day and year first above written.

ANDREW M. WELLER
/s/ Andrew Weller
ACCURIDE CORPORATION
By:	/s/ Terrence J. Keating
		Name: Terrence J. Keating
		Title: President and Chief Executive Officer

[Signature Page to Weller Employment Agreement]

EX-10.43

Exhibit 10.43

EXECUTION COPY

EMPLOYMENT AGREEMENT

AGREEMENT, dated as of January 31, 2005 (this “Agreement”), by and between Accuride Corporation (the “Company”), Transportation Technologies Industries, Inc. (“TTI”) and Donald C. Mueller (the “Executive”).

WHEREAS, the Executive is currently employed by TTI pursuant to the terms of an Employment Agreement dated August 2, 2004 (the “Current Agreement”);

WHEREAS, the Company and TTI are parties to a merger agreement pursuant to which TTI will become a subsidiary of the Company (the “Acquisition”); and

WHEREAS, the Company desires TTI to continue employing Executive and to terminate the Current Agreement and the Executive desires to continue to be so employed under the terms and conditions specified herein.

NOW, THEREFORE, in consideration of the mutual promises and conditions set forth herein, the parties hereto agree as follows:

1.Duties and Authority.  Executive agrees to continue serving as the Vice-President, Treasurer and Chief Financial Officer of TTI. For periods prior to the closing of the Acquisition (the “Effective Date”) Executive shall report to the President and Chief Operating Officer of TTI and after the Effective Date the Executive Vice President/TTI Operations & Integration (the “TTI COO”).  The Executive agrees to devote substantially all of his business time and energies to the business of the Company and to perform faithfully, diligently and competently his duties hereunder.  Subject to the restrictions in Sections 6 and 7 below, the Executive shall be permitted to serve on such boards and perform such charitable activities, as he desires, provided that the Executive’s performance of such activities does not interfere with the Executive’s performance of his duties hereunder.

2.Location.  Except for travel associated with the performance of his duties, Executive may continue to perform his duties at his current location with TTI.

3.Compensation and Benefits.  In full consideration for all services rendered by Executive in all capacities, TTI, prior to the Effective Date, and the Company after the Effective Date shall provide and the Executive will receive the following compensation and benefits:

(a)Base Salary.  Executive shall receive a base salary at an annual rate of $265,000 (the “Base Salary”) payable in accordance with the customary payroll practices of TTI.

(b)Bonus.

(i)Executive shall continue to be eligible to receive any bonus payable for 2004 pursuant to the bonus plan in effect on the date of this Agreement and in accordance with TTI’s normal practices and timing of bonus payments.

(ii)Executive shall also be eligible for an incentive bonus (the “Incentive Bonus”) of up to $100,000 based upon the achievement of performance targets to be set forth on an Appendix A to this Agreement.  The Incentive Bonus shall be payable upon the earliest of (x) termination of Executive’s employment without Cause (as defined below) or (y) December 31, 2005; provided, however, that if an initial public offering of the Company’s stock has not occurred at the time of Executive’s termination of employment without Cause, the Company will pay the Executive such portion of the Incentive Bonus related to successful completion of the initial public offering upon such completion, if such initial public offering occurs within sixty (60) days of the termination of Executive’s employment.

(c)Employee Benefits.  Executive shall continue to participate in and receive all employee benefits and perquisites that he is receiving under the plans and programs of TTI on the date of this Agreement.  Executive shall be eligible to participate in any new programs which are made available to senior executives of TTI during his employment with TTI.

4.Termination of the Executive’s Employment.

(a)By the Company.  The Company may terminate Executive’s employment in its sole discretion at any time, with or without Cause subject only to Section 5.  For purposes of this Agreement “Cause” means:

(i)the willful and continued neglect or refusal failure by the Executive to perform his duties and responsibilities, or the willful taking of actions (or willful failures to take actions) that materially impair the Executive’s ability to perform his duties or responsibilities that in each case continues following written notice by the Company (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness); or

(ii)any act by the Executive that constitutes gross negligence or willful misconduct in the performance of his duties hereunder, or the conviction of the Executive for any felony, in each case which is materially and manifestly injurious to the company and which is brought to the attention of the Executive in writing not more than thirty days from the date of its discovery by the Company or its Board of Directors (the “Board”).

 For purposes of this definition of Cause, no act, or failure to act, by Executive shall be deemed “willful” unless done or omitted without good faith or without reasonable belief that the action or omission was in the best interest of the Company.  Any act, or failure to act, based upon the direction or instruction of the Board pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be presumed to be done, or omitted to be done, in good faith and in the best interests of the Company absent knowledge by the Executive to the contrary.  Executive shall not be deemed to have been terminated for Cause without an opportunity for the Executive, together with his counsel, after notice of such termination to be heard before the Board and with a reasonable opportunity for Executive to cure the action or inaction specified by the Company, if curable.

If Executive’s employment is terminated for Cause, the Company shall advance Executive any reasonable legal fees and expenses he may incur in connection with such alleged termination for Cause; provided, however, that if a court of competent jurisdiction determines that the

2

termination for Cause was proper and in accordance with the terms of this Agreement, then Executive will reimburse the Company for all fees and expenses so advanced.

(iii)By the Executive.  Executive may terminate his employment upon 30 days written notice to the Company.  Executive’s employment shall terminate automatically upon his death.

5.Compensation and Benefits Upon Termination of Employment.

(a)Without Cause, Death, Disability, Breach or Termination by Executive After April 30, 2005.  If the Company terminates Executive’s employment without Cause or the Executive’s employment is terminated due to death, disability, because the Company breaches this Agreement or on or after April 30, 2005 Executive terminates his employment for any reason, then all compensation payable to the Executive under Section 3 will cease as of the effective date of such termination (the “Termination Date”), and subject to the execution of a general release of all employment claims by Executive, either TTI or the Company will provide the following payments and benefits to Executive in settlement of all of Executive’s rights under this Agreement and the Current Agreement:

(i)A lump sum cash severance payment (less taxes and withholdings) equal to $825,000 upon the Termination Date;

(ii)Subject to compliance with, and in consideration for the covenants set forth in Section 7, a lump sum cash payment equal to $530,000 upon the Termination Date;

(iii)Executive and his dependents may continue participation in all medical and dental benefit plans applicable to executive employees of TTI and Gunite at the same cost as applicable to Executive on the Effective Date.  Executive shall participate in such plans upon the same terms as applicable to active employees of TTI and Gunite from time to time; provided, however, that to the extent that the Executive demonstrates in writing to the Company, the Company will reimburse or arrange to provide any benefits that cease to be provided by virtue of plan amendment or change in coverage after the Effective Date at the same cost as applicable to Executive on the Effective Date.  Benefits under this paragraph 5(a)(iii) shall be provided for any expenses incurred within the period from the Termination Date until the earlier of until the earlier of (A) the date Executive becomes eligible to receive medical or dental coverage under another employer’s group health plan which coverage does not include a waiting period or pre-existing condition exclusion, or (B) the third anniversary of the Termination Date.  Such coverage will be provided in conjunction with and not in addition to any continuation coverage required by applicable law, including Section 4980B of the Internal Revenue Code of 1986, as amended;

(iv)A lump sum cash payment of all earned but unpaid salary through the Termination Date, any accrued but unused vacation as of the Termination Date, unreimbursed business expenses and amounts payable under any TTI benefit plans in accordance with the terms of those plans; and

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(v)A mutual release of any claims against Executive by the Company, other than claims based on (A) criminal acts, (B) fraud, or (C) bad faith nondisclosure of material facts relating to the representations and warranties made by TTI the basis of which were based on Executive’s knowledge.

(b)Termination For Cause or By Executive.  If Executive’s employment is terminated by the Company for Cause or by the Executive prior to April 30, 2005 for any reason other than the Company’s breach of this Agreement, Executive’s death or disability, Executive will receive only the amounts set forth in Section 5(a)(iv) and neither TTI nor the Company shall, thereafter have any further obligations to Executive.

(c)Mitigation and Survival.  Executive shall not be required to mitigate the amount of any payment provided for in this Section 5 by seeking employment or otherwise, except as otherwise specifically provided in Section 5(a)(iii)(A) nor shall the amount of any payment or benefit provided for in this Section 5 be reduced by any compensation earned by the Executive as a result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to TTI, the Company, or otherwise.  Further, the obligations of the Company to make payments and provide benefits under this Section 5 shall survive the termination of this Agreement.

6.Confidentiality.  Executive acknowledges that as key management he is involved on a high level in the development, implementation and management of TTI’s strategies and plans and as such he has and will acquire confidential information regarding the business of TTI and its subsidiaries and affiliates.  Accordingly, the Executive agrees that, without the prior written consent of TTI, he will not, at any time, disclose to any unauthorized person or otherwise use any such confidential information for any reason other than the TTI’s business.  For this purpose, confidential information means non-public information concerning the financial data, business strategies, product development (and proprietary product data), customer lists, marketing plans, operations, industrial relations, acquisitions and other proprietary information concerning TTI and its subsidiaries and affiliates, except for specific items that have become publicly available other than as a result of Executive’s breach of this Agreement.

7.Competitive Activity.

(a)Noncompete.  By virtue of Executive’s unique and sensitive position and special background, employment of Executive by a competitor of TTI represents a serious competitive danger to TTI and the Company, and the use of Executive’s knowledge and information about the TTI’s business, strategies and plans can and would constitute a valuable competitive advantage over TTI.  Accordingly, Executive agrees and covenants that for thirty-six (36) months following the Effective Date he will not, without the prior written consent of the Company, directly or indirectly, knowingly engage or knowingly have an interest in (meaning as owner, partner, stockholder, employee, director, officer, agent, consultant or equivalent relationship), with or without compensation, any business in North America in direct competition with any business of TTI that comprised more than ten percent (10%) of the TTI’s revenues during the four consecutive completed fiscal quarters ending prior to the Effective Date.  This Section 7(a) does not prohibit the mere passive ownership of less than five percent (5%) of the

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outstanding stock of any public corporation as long as Executive is not otherwise in violation of this Section 7.  For purposes of this Section 7(a) and Section 7(b), the term “TTI” shall include its subsidiaries, divisions and affiliates and after the Effective Date shall also include the Company and its subsidiaries and affiliates.

(b)Nonsolicitation.  Executive will not for thirty-six (36) months after the Effective Date, without the prior written consent of the Company, directly or indirectly, on his own behalf or on behalf of any other person or entity:

(i)directly or indirectly, solicit, or otherwise encourage the resignation of any officer, employee, agent, consultant, or independent contractor of TTI without the prior written approval of Company; or

(ii)interfere with or induce any person or entity that is a customer of TTI during the twelve (12) month period prior to the Effective Date to discontinue any business relationship with TTI or the Company or to refrain from entering into a business relationship or transaction with TTI or the Company.

(c)Remedy for Breach.  The Executive hereby acknowledges that the provisions of Section 7 are reasonable and necessary for the protection of TTI and the Company and their subsidiaries and affiliates.  Executive further acknowledges that TTI and the Company and their subsidiaries and affiliates will be irreparably harmed if such covenants are not specifically enforced.  Accordingly, Executive agrees that, in addition to any other relief to which TTI or the Company may be entitled, including claims for damages, the Company will be entitled to seek and obtain injunctive relief (without the requirement of any bond) from a court of competent jurisdiction for the purposes of restraining Executive from an actual or threatened breach of such covenants.  In addition, and without limiting TTI’s or the Company’s other remedies, in the event a court of competent jurisdiction issues a non-appealable ruling that the Executive breached any of the covenants contained in Section 7, neither TTI nor the Company as applicable will have any further obligation to pay or provide any further amounts under Section 5(a) of this Agreement and Executive shall repay TTI or the Company as applicable all amounts paid to Executive under Section 5(a)(ii), which shall offset any monetary damages.

(d)Restrictive Modification.  If any of the rights or restrictions contained herein shall be deemed to be unenforceable by reason of the extent, duration or geographical scope of such rights or restrictions, the parties hereby agree that a court of competent jurisdiction shall reduce such extent, duration and geographical scope and enforce such right or restriction in its reduced form for all purposes in the manner contemplated hereby; provided that such extent, duration and geographical scope shall only be reduced to the extent necessary in order to make such right or restriction enforceable.

8.Miscellaneous.

(a)Survival.  The obligations of the Company and TTI in Sections 5 and 7 of this Agreement and the obligations of the Executive in Sections 6 and 7 of this Agreement will survive the termination of Executive’s employment under this Agreement.

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(b)Notice.  Any notice, consent or other communication made or given in connection with this Agreement shall be in writing and will be deemed to have been duly given when delivered or five (5) business days after mailed by United States registered or certified mail, return receipt requested, to the parties at the addresses set forth below.

To Executive:

Donald C. Mueller

8 North Clay Street

Hinsdale, Illinois 60521

with a copy to:

Winston & Strawn LLP

35 West Wacker Drive

Chicago, IL 60601

Attn:  Robert F. Wall

To Company:

Accuride Corporaiton

7140 Office Circle

Evansville, IN  47715

with a copy to:

Peter Kerman

Latham & Watkins

135 Commonwealth Drive

Menlo Park, California 94025

(c)Entire Agreement.  This Agreement shall supersede any and all existing agreements between the Executive and TTI or any of its subsidiaries or affiliates relating to the terms of the Executive’s employment, including but not limited to the Current Agreement.

(d)Amendments and Waivers.  No provisions of this Agreement may be amended, modified, waived or discharged except as agreed to in writing by the Executive and the Company.  The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion will not be considered a waiver thereof or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

(e)Successors.  Neither this Agreement nor any of the rights of the parties hereunder may be assigned by either party hereto except that the Company may assign its rights and obligations hereunder to a corporation or other entity that acquires substantially all of its assets, provided that such assignee executes and delivers to the Executive an agreement undertaking to assume the obligations of the Company under this Agreement.  Any assignment

6

or transfer of this Agreement in violation of the foregoing provisions will be void.  This Agreement shall be binding upon and inure to the benefit of the Executive and the Company and its successors and permitted assigns.

(f)Governing Law.  This Agreement will be governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and/or to be performed in that State, without regard to any choice of law provisions thereof.

(g)Withholdings.  The Company shall withhold from any benefit provided or payment due hereunder the amount of withholding taxes due any federal, state, or local authority in respect of such benefit or payment and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such withholding taxes.

(h)Severability.  If any provision of this Agreement is invalid or unenforceable, the balance of this Agreement will remain in effect, and if such provision is inapplicable to any person or circumstance, it will nevertheless remain applicable to all other persons and circumstances.

(i)Indemnification.  With respect to performance of services for the Company and TTI after the Effective Time, the Executive shall be entitled to such indemnification under the terms of the Company’s Bylaws, Articles of Incorporation or other policies, including coverage under any directors’ and officers’ liability insurance maintained by the Company, as in effect from time to time, to the same extent as other current or former officers of the Company.

(j)Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

[Signature Page Follows]

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EXECUTION COPY

IN WITNESS WHEREOF, the Executive has hereto set his hand, the Company and TTI have caused these presents to be executed in their name on their behalf, all as of the day and year first above written.

DONALD C. MUELLER	ACCURIDE CORPORATION
/s/ Donald C. Mueller	By:	/s/ Terrence J. Keating
	Name: Terrence J. Keating
	Title: President and Chief Executive Officer
	TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC.
	By:	/s/ Andrew M. Weller
	Name: Andrew M. Weller
	Title: President and Chief Executive Officer

[Signature Page to Mueller Employment Agreement]

APPENDIX A

Donald C. Mueller

Incentive Bonus Milestones

30%	•	Successful completion of Initial Public Offering (with target effective date prior to April 30, 2005)
		•	Assist in preparation and filing of S-1 Registration Statement
		•	Assist in preparation of pro forma financial information
		•	Attendance at drafting sessions
		•	Assist in providing diligence information as requested
		•	Assist in providing timely response to SEC comments
20%	•	Successful Completion of High Yield Offering
		•	Assist in preparation of disclosure document
		•	Assist in preparation of pro forma financial information
		•	Attendance at drafting sessions
		•	Assist in providing diligence information as requested
20%	•	Successful Completion of 2004 TTI audit by February 15, 2005
30%	•	Merger Transition Issues
		•	Assist in developing critical financial integration items/implementation
		•	Assist in developing Corporate/TTI based synergies as requested
		•	Coordinate financial reporting with Accuride Corporate
		•	Assist in completion of merger accounting and reporting
		•	Assist in preparation of Q1 results, 10-Q, pro-formas, etc.
		•	Assist in transition of 404 Sarbanes-Oxley compliance

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        We consent to the use in this Amendment No. 1 to Registration Statement No. 333-121944 of Accuride Corporation of our report dated February 4, 2005 (February 18, 2005, as to Notes 6 and 17), appearing in the Prospectus, which is a part of such Registration Statement and to the references to us under the headings "Selected Historical Consolidated Financial and Other Data of Accuride" and "Experts" in such Prospectus.

/s/Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Indianapolis, Indiana
February 22, 2005

EX-23.2

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Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        We consent to the use in this Amendment No. 1 to Registration Statement No. 333-121944 of Accuride Corporation on Form S-1 of our report (relating to the financial statements of Transportation Technologies Industries, Inc.) dated February 15, 2005 (which expresses an unqualified opinion and includes an explanatory paragraph relating to the adoption of Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets" as of January 1, 2002), appearing in the Prospectus, which is a part of such Registration Statement.

        We also consent to the references to us under the "Selected Historical Consolidated Financial and Other Data" and "Experts" in such Prospectus.

/s/Deloitte & Touche LLP

Chicago, Illinois
February 22, 2005

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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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