-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ELjldvfOjgFy2M42+JrL3gUNJO9QSKhCEsPbwpgk1VFzWHEAH7xRPDTuSFrcQeAc QTSH8U04SoEQELg8xI1qng== 0001047469-99-014408.txt : 19990413 0001047469-99-014408.hdr.sgml : 19990413 ACCESSION NUMBER: 0001047469-99-014408 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19990401 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990412 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACCURIDE CORP CENTRAL INDEX KEY: 0000817979 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 611109077 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 033-15435 FILM NUMBER: 99591636 BUSINESS ADDRESS: STREET 1: 2315 ADAMS LN STREET 2: BOX 40 CITY: HENDERSON STATE: KY ZIP: 42420 BUSINESS PHONE: 5028265000 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 1,1999 Accuride Corporation - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 333-50239 61-1109077 - -------------------------------------------------------------------------------- (State or Other (Commission (IRS Employer Jurisdiction of Incorporation) File Number) Identification No.) 2315 Adams Lane, Henderson, Kentucky 42420 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (502) 826-5000 - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On April 1, 1999, Accuride Corporation (the "Company") acquired Kaiser Aluminum & Chemical Corporation's ("Kaiser") 50% interest in AKW L.P., a Delaware limited partnership ("AKW"), pursuant to the terms of a Purchase Agreement by and among the Company, Kaiser and Accuride Ventures, Inc., a wholly owned subsidiary of Accuride (the "Acquisition", which is filed herewith as Exhibit 2.1 and is incorporated herein by reference). In connection with the Acquisition, AKW and Kaiser amended and restated an existing lease agreement pursuant to which AKW leases certain property from Kaiser (a copy of the amended and restated lease is filed herewith as Exhibit 10.1 and is incorporated herein by reference). A copy of the press release dated April 1, 1999 issued by the Company with respect to the Acquisition is filed herewith as Exhibit 99.1 and is incorporated herein by reference. AKW was formed in 1997 as a 50-50 joint venture between Kaiser and Accuride to design, manufacture, and sell heavy-duty aluminum wheels. The Acquisition gives the Company, through its wholly owned subsidiary, 100% control of AKW. Total consideration paid to Kaiser for the 50% interest was approximately $70 million, which was determined through arms-length negotiations between the parties. The Company financed the Acquisition through the Company's $140.0 million senior secured revolving credit facility, which is provided by a syndicate of banks and other financial institutions led by Citicorp USA, Inc., as administrative agent, Citicorp Securities, Inc., as arranger, Bankers Trust Company, as syndication agent, and Wells Fargo Bank, as documentation agent. Except as set forth herein, no material relationships exist between Kaiser and the Company or any of the Company's affiliates, directors, officers, or any associate of any director or officer of the Company. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial statements of businesses acquired. The financial statements required pursuant to Rule 3-05 of Regulation S-X will be provided within 60 days of the date of the filing of this Form 8-K. (b) Pro forma financial information. The financial information required pursuant to Article 11 of Regulation S-X will be provided within 60 days of the date of the filing of this Form 8-K. (c) Exhibits
Exhibit Number Description - -------------- ----------- 2.1 Purchase Agreement 10.1 Amended and Restated Lease Agreement 99.1 Press release announcing completion of the Acquisition.
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ACCURIDE CORPORATION Dated: April 8, 1999 By: /s/ William P. Greubel ---------------------------------- William P. Greubel President and Chief Executive Officer EX-2.1 2 EXHIBIT 2.1 PURCHASE AGREEMENT PURCHASE AGREEMENT ("AGREEMENT") dated as of April 1, 1999, by and among ACCURIDE VENTURES, INC., a Delaware corporation and wholly-owned subsidiary of Accuride Corporation ("ACCURIDE SUB"), ACCURIDE CORPORATION, a Delaware corporation ("ACCURIDE"), and KAISER ALUMINUM & CHEMICAL CORPORATION, a Delaware corporation ("KAISER"). W I T N E S S E T H: WHEREAS, Accuride, acting through Accuride Sub, and Kaiser formed AKW General Partner L.L.C., a Delaware limited liability company (the "GENERAL PARTNER"), to act as the general partner of AKW L.P., a Delaware limited partnership (the "COMPANY"); Accuride Sub and Kaiser each own a fifty percent (50%) membership interest in the General Partner; and Accuride Sub, Kaiser and Accuride (in its capacity as guarantor of Accuride Sub) entered into a Limited Liability Company Agreement dated as of May 1, 1997 (the "LIMITED LIABILITY COMPANY AGREEMENT"), providing for the operation of the General Partner and for certain rights and restrictions applicable to the members thereof; WHEREAS, Accuride Sub and Kaiser each own a forty-nine percent (49%) limited partnership interest in the Company; the General Partner owns a two percent (2%) partnership interest in the Company; and Accuride Sub, Kaiser, the General Partner and Accuride (in its capacity as guarantor of Accuride Sub) entered into the Limited Partnership Agreement of AKW L.P., dated as of May 1, 1997 (the "LIMITED PARTNERSHIP AGREEMENT"), providing for the operation of the Company and for certain rights and restrictions applicable to the partners thereof; WHEREAS, Accuride desires to purchase, and Kaiser desires to sell, Kaiser's fifty percent (50%) Interest (as defined in the Limited Liability Company Agreement) in the General Partner and Kaiser's forty-nine percent (49%) Interest (as defined in the Limited Partnership Agreement) in the Company (collectively, the "KAISER INTERESTS") upon the terms and subject to the conditions of this Agreement, so that upon consummation of the Transactions (as defined below), Accuride Sub and Accuride shall collectively hold one hundred percent (100%) of the Interest (as defined in the Limited Liability Company Agreement) in the General Partner and a ninety-eight percent (98%) Interest (as defined in the Limited Partnership Agreement) in the Company; NOW, THEREFORE, the parties, intending to be legally bound hereby, agree as follows: ARTICLE I DEFINITIONS Capitalized terms used in this Agreement shall have the meanings set forth below or in the Section of this Agreement referred to below: "ACCURIDE" has the meaning given in the first paragraph hereof. 1 "ACCURIDE ADMINISTRATIVE SERVICES AGREEMENT" means the Accuride Administrative Services Agreement between Accuride and the Company dated as of May 1, 1997. "ACCURIDE SALES AND MARKETING AGREEMENT" means the Accuride Sales and Marketing Agreement between Accuride and the Company dated as of May 1, 1997. "ACCURIDE TECHNICAL SERVICES AGREEMENT" means the Accuride Technical Services Agreement between Accuride and the Company dated as of May 1, 1997. "ADDITIONAL PREMISES" has the meaning set forth in the Restated 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. "AGREEMENT" has the meaning given in the first paragraph hereof. "APPLICABLE LAW" means all applicable provisions of all constitutions, treaties, statutes, laws (including, but not limited to, the common law), rules, regulations, ordinances, codes or orders of any Governmental Authority and of all orders, decisions, injunctions, judgments, awards and decrees or consents of or agreements with any Governmental Authority. "BUSINESS DAY" means any calendar day other than a Saturday or Sunday or a day on which either state or national banks in the States of California, Kentucky or New York are not open for the conduct of normal banking business. "CASH ADJUSTMENT" has the meaning given in Section 3.4. "CASH ADJUSTMENT STATEMENT" has the meaning given in Section 3.5. "CLAIM" has the meaning given in Section 7.1. "CLOSING" has the meaning given in Section 3.1. "CLOSING DATE" has the meaning given in Section 3.1. "CODE" means the Internal Revenue Code of 1986, as amended from time to time, and any successor act thereto, and, to the extent applicable, any Treasury Regulations promulgated thereunder. "COMPANY" has the meaning given in the recitals. 2 "COMPANY MATERIAL ADVERSE EFFECT" means any event, fact, effect or change which, individually or in the aggregate, has, or is reasonably likely to have, a material adverse effect on the condition (financial or otherwise), business, prospects, results of operations, assets, liabilities or operations of the Company taken as a whole. "CONTRIBUTION AGREEMENT" means the Contribution Agreement among Accuride, Kaiser, the Company and the General Partner dated as of May 1, 1997. "DAILY RATE" shall be two and one-half percentage points over the one month London Interbank Offered Rate as reported in The Wall Street Journal on the date of this Agreement divided by three hundred sixty (360). "ENVIRONMENTAL COMPLIANCE PLAN" has the meaning given in Section 6.3 of the Contribution Agreement. "ERIE LEASE AGREEMENT" means the Lease Agreement between Kaiser and the Company dated as of May 1, 1997. "FORMATION AGREEMENTS" means the Contribution Agreement, the Limited Liability Company Agreement, the Limited Partnership Agreement, the Interest Purchase Agreement, the Erie Lease Agreement, the Accuride Administrative Services Agreement, the Accuride Technical Services Agreement, the Kaiser Technical Services Agreement, the Accuride Sales and Marketing Agreement, the Kaiser Production Services Agreement, the Kaiser Administrative Services Agreement and any other "Ancillary Agreements" (as defined in Article I of the Contribution Agreement) entered into by Kaiser, Accuride, Accuride Sub, the Company and/or the General Partner in connection with the transactions contemplated by the Contribution Agreement. "GENERAL PARTNER" has the meaning given in the recitals. "GOVERNMENTAL AUTHORITY" means any nation or political subdivision thereof, including any state, county or municipality; and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any of the foregoing, including, without limitation, any legislature, elected official, authority, agency, department, board, commission, court, tribunal or instrumentality. "GOVERNMENTAL AUTHORIZATIONS" has the meaning given in Section 4.3. "GOVERNMENTAL ORDER" means any statute, rule, regulation, order, judgment, injunction, decree, stipulation or determination enacted, issued, enforced or entered by any Governmental Authority of competent jurisdiction. "HSR ACT" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended from time to time, and the regulations promulgated thereunder. 3 "INDEMNIFIED PARTY" has the meaning given in Section 7.2. "INDEMNIFYING PARTY" has the meaning given in Section 7.2. "INSURANCE POLICIES" has the meaning given in Section 4.8. "INTEREST PURCHASE AGREEMENT" means the AKW L.P. Interest Purchase Agreement dated as of May 1, 1997, between Accuride Sub and Kaiser. "INTERIM PERIOD" has the meaning given in Section 3.4. "JOINT VENTURE PRODUCTS" means (i) aluminum wheels 16" in diameter and larger primarily for light, medium and heavy duty trucks, trailers and buses (classes 1-8), although certain of such wheels may also be sold into the automotive original equipment manufacturer market; (ii) tire molds for automotive and light-medium-heavy truck applications, as to each of clauses (i) and (ii) above, produced by forging, fabricating or casting for marketing and sale worldwide, including without limitation in the original equipment manufacturer market, after-market and repair and replacement markets and (iii) such additional or different products as the Members Committee has approved pursuant to Section 6.4 of the Limited Liability Company Agreement prior to the Closing Date. Notwithstanding the foregoing, Joint Venture Products shall not include (i) motorcycle wheels and wheel parts, (ii) wheel centers for any applications, (iii) forged one piece wheel blanks sold to other wheel manufacturers, and (iv) finished wheels for the automotive aftermarket market currently produced or being contemplated for production by Kaiser. "KAISER" has the meaning given in the first paragraph hereof. "KAISER ADMINISTRATIVE SERVICES AGREEMENT" means the Kaiser Administrative Services Agreement between Kaiser and the Company dated as of May 1, 1997. "KAISER INTERESTS" has the meaning given in the recitals. "KAISER MARKS" shall have the meaning give in Section 4.15. "KAISER PRODUCTION SERVICES AGREEMENT" means the Kaiser Production Services Agreement between Kaiser and the Company dated as of May 1, 1997. "KAISER TECHNICAL SERVICES AGREEMENT" means the Kaiser Technical Services Agreement between Kaiser and the Company dated as of May 1, 1997. "KNOWLEDGE" means (i) with respect to Kaiser, the actual knowledge of those officers and employees of Kaiser listed on SCHEDULE 1(a), and (ii) with respect to Accuride and Accuride Sub, the actual knowledge of those officers and employees of Accuride listed on SCHEDULE 1(a), in each instance after such investigation as such officer or employee deemed to be reasonably necessary and appropriate. 4 "LIEN" means any mortgage, lien, debt, pledge, security interest, encumbrance, assessment, restriction, charge or other adverse claim or interest of every nature. With respect to the Kaiser Interests, "Lien" shall also include any agreement limiting or restricting Kaiser's right to vote, transfer or otherwise dispose of the Kaiser Interests. "LIMITED LIABILITY COMPANY AGREEMENT" has the meaning given in the recitals. "LIMITED PARTNERSHIP AGREEMENT" has the meaning given in the recitals. "MEMBERS COMMITTEE" has the meaning given in the Limited Liability Company Agreement. "NONREFUNDABLE PAYMENT" has the meaning given in Section 3.2. "PARTNERSHIP AGREEMENTS" means the Limited Liability Company Agreement and the Limited Partnership Agreement. "PERMITTED REAL PROPERTY LIENS" has the meaning given in Section 4.10. "PERSON" means any individual, corporation, partnership, limited liability company, joint venture, firm, association, public body, governmental authority, trust or other entity. "PHASE I IMPROVEMENTS" has the meaning given in the Contribution Agreement. "PROPOSED ACQUISITION TRANSACTION" has the meaning given in Section 8.14. "PROPRIETARY RIGHTS" means any and all United States and foreign: (i) patents (including design patents, industrial designs and utility models) and patent applications (including docketed patent disclosures awaiting filing, reissues, divisions, continuations-in-part and extensions), patent disclosure awaiting filing determination, inventions and improvements thereto made or developed prior to the Closing; (ii) trademarks, service marks, trade names, trade dress, logos, business and product names, slogans, and registrations and applications for registration thereof; (iii) copyrights (including software) and registrations thereof; (iv) mask work rights and registrations thereof; (v) inventions, processes, designs, formulae, trade secrets, know-how and industrial models, confidential and technical information, manufacturing, engineering and technical drawings, product specifications and confidential business information; (vi) intellectual property rights similar to any of the foregoing; (vii) copies and tangible embodiments thereof (in whatever form or medium, including electronic media); and (viii) licenses granting any rights with respect to any of the foregoing. "PURCHASE PRICE" has the meaning given in Section 3.3. "RECALL CAMPAIGN" means the recalling and replacing of wheels identified in connection with the notice submitted to the National Highway Safety Administration on or about April 17, 1998. 5 "REFUND CLAIMS" has the meaning given in Section 3.9. "RESTATED LEASE" means the Amended and Restated Lease Agreement between Kaiser and the Company, to be dated as of the Closing Date, substantially in the form of Exhibit A hereto. "STRATEGIC PLAN" means the draft of the Strategic Plan (as defined in the Limited Liability Company Agreement) presented by the Company to the Members Committee at its December 1998 meeting. "SUBSTANTIAL DETRIMENT" has the meaning given in Section 6.1(a). "SURPLUS ASSETS" has the meaning given in Bill of Sale attached hereto as Exhibit C. "TAXES" means any tax, duty, fee, levy, impost, assessment or charge of any nature, together with all interest or penalties thereon and additions thereto, imposed by any Governmental Authority, whether computed on a separate, consolidated, unitary, combined or any other basis, or any liability for the payment of any of the foregoing (including without limitation as a result of any express or implied obligation to indemnify any other Person). "TRANSACTIONS" means the transactions contemplated by this Agreement and the Restated Lease. "TREASURY REGULATIONS" means the federal income tax regulations, including any temporary or proposed regulations, promulgated under the Code, as such may be amended from time to time. ARTICLE II SALE AND PURCHASE 2.1 SALE AND PURCHASE. Upon the terms and subject to the conditions of this Agreement, and in reliance upon the representations, warranties and covenants contained herein, at the Closing Accuride will purchase, and Kaiser shall transfer, sell and deliver to Accuride, all right, title and interest of Kaiser in and to the Kaiser Interests and Kaiser shall transfer, sell and deliver to the Company, all right, title and interest of Kaiser in and to the Surplus Assets, in each instance, free and clear of all Liens, other than Liens relating to, or otherwise granted by or on behalf of, Accuride or Accuride Sub. ARTICLE III THE CLOSING 3.1 PLACE AND DATE. Subject to Section 9.1(ii), the closing of the sale and purchase of the Kaiser Interests and Surplus Assets (the "CLOSING") shall take place on a date within three (3) 6 Business Days after Accuride obtains the financing necessary to satisfy the condition to Closing set forth in Section 6.2(a) of this Agreement, unless another date or time shall have been agreed to in writing by Accuride, Accuride Sub and Kaiser (the "CLOSING DATE"). For all purposes relating to their rights and obligations under this Agreement (other than the rights and obligations with respect to the Nonrefundable Payment), the parties shall treat the Closing and all Transactions contemplated herein as having occurred simultaneously and become effective as of midnight at the beginning of the actual date the Closing takes place. 3.2 NONREFUNDABLE PAYMENT. Upon the execution of this Agreement, Accuride shall pay or cause to be paid to Kaiser an irrevocable, nonrefundable payment in the amount of Thirty-Five Million Dollars ($35,000,000), payable in cash by wire transfer of immediately available funds to the account or accounts specified in writing by Kaiser (the "NONREFUNDABLE PAYMENT"). 3.3 PURCHASE PRICE; PAYMENT. Upon the terms and subject to the conditions of this Agreement, at the Closing, Accuride shall pay or cause to be paid to Kaiser for the Kaiser Interests and the Surplus Assets a purchase price of Seventy One Million Dollars ($71,000,000) as the same shall be adjusted as provided for in Section 3.4 of this Agreement (the "PURCHASE PRICE"). At the Closing, the Nonrefundable Payment shall be credited against the Purchase Price and the balance of the Purchase Price shall be payable in cash by wire transfer of immediately available funds to the account or accounts specified in writing by Kaiser. 3.4 PURCHASE PRICE ADJUSTMENTS. The Purchase Price shall be adjusted in an amount equal to the sum of (i) the aggregate cash infusions made by Kaiser into the Company during the period from and including January 1, 1999, through March 31, 1999 (the "INTERIM PERIOD"), less the aggregate cash distributions from the Company to Kaiser during the Interim Period (the "CASH ADJUSTMENT"), plus (ii) an amount equal to the product of multiplying (a) the sum of Seventy One Million Dollars ($71,000,000) and the Cash Adjustment, less the Nonrefundable Payment, by (b) the product of the Daily Rate multiplied the number of days from and including April 1, 1999, to, but not including, the Closing Date, if the Closing Date is not April 1, 1999. 3.5 CASH ADJUSTMENT. As soon as reasonably practicable, but no later than three (3) Business Days following the execution of this Agreement, Kaiser shall provide Accuride with a statement calculating the Cash Adjustment along with supporting detail and backup (the "CASH ADJUSTMENT STATEMENT"). The amount set forth in the Cash Adjustment Statement shall be binding on Accuride and Kaiser for all purposes unless Accuride gives written notice of disagreement with the information reflected on the Cash Adjustment Statement to Kaiser within three (3) Business Days after the receipt by Accuride of the Cash Adjustment Statement or the last revision thereof by Kaiser, specifying in reasonable detail, insofar as possible, the nature and extent of such disagreement. If Accuride and Kaiser are unable to resolve any such disagreement within three (3) Business Days after Accuride gives Kaiser written notice thereof, the disagreement shall be referred for final determination to any independent accounting firm of national reputation mutually acceptable to Accuride and Kaiser. The determination of such accounting firm shall be conclusive, nonappealable and binding upon Accuride and Kaiser for all purposes. Accuride and Kaiser shall each pay the fees and disbursements of their respective internal and independent accountants and other personnel incurred in the initial preparation, 7 review and final determination of the Cash Adjustment Statement. The fees and expenses of such firm mutually selected by Accuride and Kaiser in connection with the final determination of any disagreement submitted pursuant to the terms hereof shall be shared equally by Accuride and Kaiser. 3.6 TRANSFER OF KAISER INTERESTS AND THE SURPLUS ASSETS. Upon the terms and subject to the conditions of this Agreement, at the Closing, Kaiser shall deliver to Accuride and the Company such instruments as may be necessary or desirable to effect transfer, in form and substance reasonably acceptable to Accuride, and take all such other actions as may be necessary or desirable to convey and effectively vest (i) in Accuride good title in and to the Kaiser Interests, free and clear of any Liens other than Liens relating to, or otherwise granted by or on behalf of, Accuride or Accuride Sub and to permit Accuride to become the substitute limited partner of the Company and the substitute member of the General Partner pursuant to the terms of the Limited Partnership Agreement and the Limited Liability Company Agreement, respectively, and (ii) in the Company good title in and to the Surplus Assets, free and clear of any Liens other than Liens relating to, or otherwise granted by or on behalf of, Accuride or Accuride Sub. No portion of the Kaiser Interests or Surplus Assets shall be transferred or conveyed, or otherwise deemed to have been transferred or conveyed, by Kaiser hereunder prior to the Closing Date. 3.7 [intentionally left blank] 3.8 CLOSING OF BOOKS. Whether or not a technical termination of the Company results under Section 708 of the Code as a result of the consummation of the Transactions, the Company shall have an actual closing of the books as of the Closing Date. For the short period ending on the Closing Date, all income, gains, profits and losses, and deductions of the Company shall be allocated to its partners in accordance with the Limited Partnership Agreement. Similarly, whether or not a technical termination of the General Partner results under Section 708 of the Code as a result of the consummation of the Transactions, the General Partner shall have an actual closing of the books as of the Closing Date. For the short period ending on the Closing Date, all income, gains, profits and losses, and deductions of the General Partner shall be allocated to its members in accordance with the Limited Liability Company Agreement. 3.9 RIGHTS WITH RESPECT TO NONREFUNDABLE PAYMENT. In the event that the Transactions do not close for any reason other than a default by Kaiser of its obligations under Section 6.2 of this Agreement, Kaiser shall retain the Nonrefundable Payment as liquidated damages (and not as a penalty) as consideration for other provisions contained in this Agreement, including, but not limited to, Kaiser providing greater management control to Accuride as provided in Section 8.8 hereof and Kaiser's agreement to the further postponing of the Buy/Sell Option as provided in Section 8.22 hereof. In such event, Accuride and Accuride Sub hereby (i) voluntarily and knowingly, fully, finally, completely and forever waive and relinquish any and all interests in the Nonrefundable Payment and any claims, actions, demands and causes of action of whatever kind or character, whether in statutory or common law, whether in law or in equity, and whether under any existing or future theory of recovery, which either of them have, might have or might claim with respect to the refund or return of the Nonrefundable Payment, including rights of offset (collectively, "REFUND CLAIMS"), (ii) remise, acquit, release and forever discharge Kaiser from 8 any and all Refund Claims, and (iii) agree not to assert or otherwise directly or indirectly pursue any Refund Claims now or at any time in the future. Notwithstanding Kaiser's receipt of the Nonrefundable Payment, no portion of the Kaiser Interests or Surplus Assets shall be transferred or conveyed, or otherwise deemed to have been transferred or conveyed, by Kaiser hereunder prior to the Closing Date. Similarly, nothing contained in this Section 3.9 shall be deemed to preclude Accuride or Accuride Sub from asserting claims against Kaiser (other than Refund Claims) arising from Kaiser's breach of any of the terms or conditions contained herein or in connection with the Transactions contemplated by this Agreement. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF KAISER Kaiser represents and warrants to Accuride Sub and Accuride: 4.1 CORPORATE EXISTENCE, POWER AND AUTHORIZATION. Kaiser is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to execute and deliver this Agreement and the Restated Lease, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance of this Agreement and the Restated Lease and the consummation of the Transactions have been duly authorized by the Board of Directors of Kaiser and no further corporate actions or proceedings on Kaiser's part are necessary to authorize the execution and delivery of this Agreement and the Restated Lease, the performance of the obligations hereunder or thereunder or the consummation of the Transactions. This Agreement has been duly executed and delivered by Kaiser and constitutes the valid and binding obligation of Kaiser (assuming due execution and delivery by the other parties hereto), enforceable against Kaiser in accordance with its terms, except insofar as enforceability may be limited by bankruptcy, insolvency, moratorium or other laws which affect creditors' rights and remedies generally and by principles of equity. Upon the Closing, the Restated Lease and all instruments of conveyance and other documents to be executed and delivered by Kaiser shall be duly executed and delivered by Kaiser and shall constitute valid and binding obligations of Kaiser (assuming due execution and delivery by the other parties thereto), enforceable against Kaiser in accordance with their respective terms, except insofar as enforceability may be limited by bankruptcy, insolvency, moratorium or other laws which affect creditors' rights and remedies generally and by principles of equity. 4.2 NO CONFLICTS; CONSENTS AND APPROVALS. (a) The execution, delivery and performance of this Agreement and the Restated Lease and the consummation of the Transactions do not result in (i) any conflict with the certificate of incorporation or bylaws of Kaiser, or (ii) any breach or violation of, or default under, any Applicable Law or any mortgage, agreement, deed of trust, indenture, lease, contract or any other instrument to which Kaiser is a party or by which Kaiser or its properties or assets (including without limitation the Kaiser Interests) are bound, except any breach, violation or default which could not reasonably be expected to have a material adverse effect on the ability of 9 Kaiser to perform its obligations under this Agreement or the Restated Lease. (b) No consent, approval or authorization of, or filing with, any Governmental Authority or any other third party is required on the part of Kaiser in connection with the execution and delivery by Kaiser of this Agreement or the Restated Lease or the consummation by Kaiser of the Transactions, other than any consents, approvals, authorizations or filings, the failure of which to obtain would not, individually or in the aggregate, have a material adverse effect on the ability of Kaiser to perform its obligations under this Agreement or the Restated Lease. 4.3 GOVERNMENTAL AUTHORIZATIONS; COMPLIANCE WITH LAW. All approvals, permits, certificates, qualifications, authorizations, licenses, franchises, consents, orders and registrations of all Government Authorities (collectively, "GOVERNMENTAL AUTHORIZATIONS") which are necessary for the lawful consummation by Kaiser of the Transactions have been obtained and are in full force and effect, or will be obtained and will be in full force and effect by the Closing Date. There are no proceedings pending or, to the best of Kaiser's Knowledge, threatened which could reasonably be expected to result in the revocation, cancellation, suspension or modification of any Governmental Authorization. 4.4 LITIGATION. There are no pending or, to the best of Kaiser's Knowledge, threatened judicial or administrative actions, proceedings or investigations which (i) would reasonably be expected, individually or in the aggregate, to have a material adverse effect on the ability of Kaiser to consummate the Transactions or (ii) question the validity of this Agreement, the Restated Lease or any action taken or to be taken by Kaiser in connection herewith or therewith. 4.5 BROKERS. All negotiations relating to this Agreement, the Restated Lease and the Transactions have been carried out without the intervention of any Person acting on behalf of Kaiser in such manner as to give rise to any valid claim against Accuride or Accuride Sub for any brokerage or finder's commission, fee or similar compensation. 4.6 DISCLOSURE. No representation, warranty or statement by Kaiser in this Agreement or the Restated Lease contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein and therein not misleading. 4.7 TITLE. On the Closing Date, Kaiser will be the legal and beneficial owner of, and will have the complete and unrestricted power and the unqualified right to transfer, and will transfer, the Kaiser Interests and Surplus Assets, free and clear of all Liens, other than Liens relating to, or otherwise granted by or on behalf of, Accuride or Accuride Sub. Upon the delivery of and payment for the Kaiser Interests and Surplus Assets as provided in this Agreement, Accuride will acquire good and valid title to the Kaiser Interests and the Company will acquire good and valid title to the Surplus Assets, in each instance free and clear of all Liens, other than Liens relating to, or otherwise granted by or on behalf of, Accuride or Accuride Sub. 4.8 INSURANCE. To the best of Kaiser's Knowledge, (i) the policies or binders of 10 insurance as identified on Schedule 4.8 of which the Company is the owner, insured or beneficiary (the "INSURANCE POLICIES") are in full force and effect on the date hereof and, (ii) except as otherwise set forth on Schedule 4.8, shall be kept in full force and effect through April 30, 1999. 4.9 TAX MATTERS. Kaiser has acted as the tax matters partner under the Partnership Agreements in accordance with the terms thereof. To the best of Kaiser's Knowledge, (i) the Company and the General Partner have not received a ruling from any taxing authority or signed an agreement with any taxing authority that could reasonably be expected to have a Company Material Adverse Effect, and (ii) there is no expectation that any taxing authority may claim or assess any new or additional Taxes payable by the Company or the General Partner for any period ending on or prior to the Closing Date that could reasonably be expected to have a Company Material Adverse Effect. 4.10 ADDITIONAL PREMISES. To the best of Kaiser's Knowledge, there is no violation of any restriction, condition, covenant or agreement applicable to or affecting the Additional Premises, any part thereof or use thereof, contained in any deed, subdivision map or other instrument, except which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Kaiser has good, valid and marketable fee simple title to the Additional Premises, free and clear of all Liens, except for (i) Liens and leases set forth on Schedule 3.4(b) to the Contribution Agreement, (ii) liens for Taxes not yet due and payable or which are being contested in good faith by appropriate proceedings and (iii) imperfections of title which are not substantial in character, amount or extent (in relation to the particular parcel) and that individually or in the aggregate do not and would not interfere with the use of the Additional Premises by the Company for the conduct of its business as currently conducted (the Liens referred to in clause (i) and (ii) above being referred to collectively as "PERMITTED REAL PROPERTY LIENS"). To the best of Kaiser's Knowledge, Kaiser and/or the Company have all easements, rights of way and similar authorizations required for the ownership and use of the Additional Premises by the Company for the conduct of its business as currently conducted. Upon execution and delivery of the Restated Lease, the Company shall have the exclusive right to use and occupy the Additional Premises, except as otherwise set forth in the Restated Lease. 4.11 CERTAIN PAYMENTS. Neither Kaiser nor any of its directors, officers or agents has, directly or indirectly, (a) made any contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment to any Person, private or public, regardless of form, whether in money, property or services, for or in respect of the Company or any Affiliate of the Company in connection with the business conducted by the Company, (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or for special concessions already obtained or (iv) in violation of any Applicable Law, or (b) established or maintained any fund or asset for or in respect of the Company or any Affiliate of the Company in connection with the business conducted by the Company that has not been recorded in the books and records of the Company. 4.12 CLAIMS. Following the Closing, to the best of Kaiser's Knowledge, Kaiser will not have any outstanding claims against Accuride, Accuride Sub or any of their respective Affiliates, 11 including the Company and the General Partner, arising from or in connection with the breach or alleged breach of any agreement between or among Kaiser and Accuride, Accuride Sub or any of their respective Affiliates, including claims arising under or in connection with the Partnership Agreements. 4.13 PHASE I IMPROVEMENTS. To the best of Kaiser's Knowledge, Kaiser has satisfied its obligations in all material respects under Section 6.4 ("Covenants of Kaiser - Phase I Improvements") of the Contribution Agreement. In addition, to the best of its knowledge, upon the Closing of the Transactions, Kaiser will have satisfied any known obligations to the Company and the General Partner under the Contribution Agreement and the Erie Lease Agreement and with respect to the Landlord's Work (as defined in the Erie Lease Agreement). 4.14 AGREEMENTS. Schedule 4.14 sets forth all existing material agreements, contracts, leases, purchase orders, undertakings, understandings, covenants not to compete, confidentiality agreements, licenses, obligations or other commitments, whether oral or written, currently in effect between Kaiser and any of its subsidiaries, on one hand, and Accuride, Accuride Sub, the Company or the General Partner, on the other hand. 4.15 KAISER'S PROPRIETARY RIGHTS. To the best of Kaiser's Knowledge, except as contributed to the Company as part of the Kaiser Assets (as defined in the Contribution Agreement) and except in connection with the use of Kaiser trademarks, including trademarks, service marks, trade names, trade dress, logos, business and product names and slogans using or incorporating the name "Kaiser", "Kaiser Aluminum", "Kaiser Aluminum & Chemical Corporation", or "KAE"or derivations thereof (collectively, "KAISER MARKS"), the Company does not use any Proprietary Rights of Kaiser in the conduct of the Company's business as presently conducted or presently contemplated as reflected in the Strategic Plan. The Company has no obligation to compensate Kaiser or, to the best of Kaiser's Knowledge, any other Person, for the use of any Proprietary Rights of Kaiser in the conduct of the Company's business as presently conducted or presently contemplated as reflected in the Strategic Plan. ARTICLE V REPRESENTATIONS AND WARRANTIES OF ACCURIDE SUB AND ACCURIDE Accuride Sub and Accuride each represent and warrant to Kaiser as follows: 5.1 CORPORATE EXISTENCE, POWER AND AUTHORIZATION. It is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance of this Agreement and the consummation of the Transactions have been duly authorized by its Board of Directors and no further corporate actions or proceedings on its part are necessary to authorize the execution and delivery of this Agreement, the performance of the obligations hereunder or the consummation of the Transactions. It has duly executed and delivered this Agreement and this Agreement constitutes its valid and binding obligation 12 (assuming due execution and delivery by the other parties hereto) enforceable against it in accordance with its terms, except insofar as enforceability may be limited by bankruptcy, insolvency, moratorium or other laws which affect creditors' rights and remedies generally and by principles of equity. Upon the Closing, the other documents to be executed and delivered by it shall be duly executed and delivered by it and shall constitute its valid and binding obligations (assuming due execution and delivery by the other parties thereto), enforceable against it in accordance with their respective terms, except insofar as enforceability may be limited by bankruptcy, insolvency, moratorium or other laws which affect creditors' rights and remedies generally and by principles of equity. 5.2 NO CONFLICTS; CONSENTS AND APPROVALS. (a) The execution, delivery and performance of this Agreement and the consummation of the Transactions do not result in (i) any conflict with its certificate of incorporation or bylaws, and (ii) any breach or violation of, or default under, any Applicable Law or any mortgage, agreement, deed of trust, indenture, lease, contract or other instrument to which it is a party or by which it or any of its properties or assets are bound, except any breach, violation or default which could not reasonably be expected to have a material adverse effect on its ability to perform its obligations under this Agreement. (b) No consent, approval or authorization of, or filing with, any Governmental Authority or any other third party is required on its part in connection with the execution and delivery of this Agreement or the consummation of the Transactions, other than any consents, approvals, authorizations or filings, the failure of which to obtain would not, individually or in the aggregate, have a material adverse effect on its ability to perform its obligations under this Agreement. 5.3 GOVERNMENTAL AUTHORIZATIONS; COMPLIANCE WITH LAW. All Governmental Authorizations which are necessary for the lawful consummation by Accuride and Accuride Sub of the Transactions have been obtained and are in full force and effect, or will be obtained and will be in full force and effect by the Closing Date. There are no proceedings pending, or to the best of its Knowledge, threatened which could reasonably be expected to result in the revocation, cancellation, suspension or modification of any Governmental Authorization. 5.4 LITIGATION. There are no pending or, to the best of its Knowledge, threatened judicial or administrative actions, proceedings or investigations which (i) would reasonably be expected, individually or in the aggregate, to have a material adverse effect on its ability to consummate the Transactions or (ii) question the validity of this Agreement or any action taken or to be taken by it in connection herewith or therewith. 5.5 BROKERS. All negotiations relating to this Agreement, the Restated Lease and the Transactions have been carried out without the intervention of any Person acting on its behalf in such manner as to give rise to any valid claim against Kaiser for any brokerage or finder's commission, fee or similar compensation. 5.6 DISCLOSURE. No representation, warranty or statement made by it in this 13 Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading. 5.7 INSURANCE. To the best of its Knowledge, (i) the Insurance Policies are in full force and effect on the date hereof and (ii) except as otherwise set forth on Schedule 4.8, shall be kept in full force and effect through April 30, 1999. 5.8 TAX MATTERS. To the best of its Knowledge, (i) the Company and the General Partner have not received a ruling from any taxing authority or signed an agreement with any taxing authority that could reasonably be expected to have a Company Material Adverse Effect, and (ii) there is no expectation that any taxing authority may claim or assess any new or additional Taxes payable by the Company or the General Partner for any period ending on or prior to the Closing Date that could reasonably be expected to have a Company Material Adverse Effect. 5.9 CERTAIN PAYMENTS. Neither it nor any of its directors, officers or agents has, directly or indirectly, (a) made any contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment to any Person, private or public, regardless of form, whether in money, property or services, for or in respect of the Company or any Affiliate of the Company in connection with the business conducted by the Company, (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or for special concessions already obtained or (iv) in violation of any Applicable Law, or (b) established or maintained any fund or asset for or in respect of the Company or any Affiliate of the Company in connection with the business conducted by the Company that has not been recorded in the books and records of the Company. 5.10 CLAIMS. Following the Closing, to the best of its Knowledge, it will not have any outstanding claims against Kaiser or any of Kaiser's Affiliates, including the Company and the General Partner, arising from or in connection with the breach or alleged breach of any agreement with Kaiser or any of Kaiser's Affiliates, including claims arising under or in connection with the Partnership Agreements. 5.11 AGREEMENTS. Schedule 4.14 sets forth all existing material agreements, contracts, leases, purchase orders, undertakings, understandings, covenants not to compete, confidentiality agreements, licenses, obligations or other commitments, whether oral or written, currently in effect between Kaiser and any of its subsidiaries, on one hand, and Accuride, Accuride Sub, the Company or the General Partner, on the other hand. ARTICLE VI CONDITIONS 6.1 [intentionally left blank] 6.2 CONDITIONS TO OBLIGATIONS OF ACCURIDE AND ACCURIDE SUB. The obligations of 14 Accuride and Accuride Sub to consummate the Transactions shall be subject to the fulfillment (or waiver by Accuride and Accuride Sub) on or prior to the Closing Date of each of the following conditions: (a) FINANCING. Accuride shall have obtained the financing necessary to consummate the Transactions upon terms reasonably satisfactory to Accuride in its sole discretion. (b) EXECUTION AND DELIVERY OF RESTATED LEASE. The Restated Lease shall have been duly executed and delivered by the Company and Kaiser. (c) FIRPTA. Kaiser shall have furnished a certificate, dated as of the Closing Date and sworn to under penalty of perjury, that sets forth the name, address and federal taxpayer identification number of Kaiser, states that it is not a "foreign person" within the meaning of Section 1445 of the Code, and is otherwise in the form set forth in the Treasury Regulations thereunder. (d) RESIGNATIONS. All employees and agents of Kaiser who are officers of the General Partner and/or the Company shall deliver resignations from such offices effective as of the Closing Date. (e) OPINION OF COUNSEL. Accuride and Accuride Sub shall have received from the general counsel of Kaiser, an opinion in the form of Exhibit B hereto. (f) BILLS OF SALE. Kaiser shall have delivered bills of sale in the forms of Exhibits C and D hereto. (g) TRANSFER DOCUMENTS. Kaiser shall have delivered an (i) assignment and assumption of limited partnership interest and limited liability company interest in the form of Exhibit E hereto and (ii) an acknowledgment of limited partnership interest and limited liability company interest in the form of Exhibit F hereto. 6.3 CONDITIONS TO OBLIGATIONS OF KAISER. The obligations of Kaiser to consummate the Transactions shall be subject to the fulfillment (or waiver by Kaiser) on or prior to the Closing Date of each of the following conditions: (a) PAYMENT OF THE PURCHASE PRICE. Kaiser shall have received the remaining balance of the Purchase Price as adjusted in accordance with this Agreement. (b) EXECUTION AND DELIVERY OF RESTATED LEASE. The Restated Lease shall have been duly executed and delivered by the Company. (c) COMPANY AND GENERAL PARTNER DOCUMENTS AND INSTRUMENTS. Kaiser shall have received on the date hereof from each of the Company and the General Partner an acknowledgment and certificate in the form of Exhibit G attached hereto. 15 ARTICLE VII INDEMNIFICATION 7.1 INDEMNIFICATION. (a) Kaiser shall indemnify and hold harmless each of Accuride, Accuride Sub and their respective control persons (as such term is defined in the Securities Act of 1933, as amended, and the rules and regulations thereunder), directors, officers, employees and agents, and the successors and assigns of each of the foregoing, from and against any and all losses, liabilities, damages, claims, costs and expenses whatsoever (including without limitation reasonable legal and consultant fees and expenses and any court costs), as incurred, whether or not resulting from third party claims (each, a "CLAIM," and collectively, "CLAIMS"), arising out of, resulting from or attributable to (i) any breach by Kaiser of any of its covenants or obligations contained in this Agreement or the Restated Lease; (ii) any breach by Kaiser of, or any inaccuracy in, any representation or warranty made by Kaiser in this Agreement or the Restated Lease; and (iii) any breach by Kaiser of its obligations under the Partnership Agreements. (b) Accuride and Accuride Sub shall indemnify and hold harmless Kaiser and its respective control persons (as such term is defined in the Securities Act of 1933, as amended, and the rules and regulations thereunder), directors, officers, employees and agents, and the successors and assigns of each of the foregoing, from and against any and all Claims arising out of, resulting from or attributable to (i) any breach by Accuride or Accuride Sub of any of their respective covenants or obligations contained in this Agreement; (ii) any breach by Accuride or Accuride Sub of, or any inaccuracy in, any representation or warranty made by Accuride and Accuride Sub in this Agreement; and (iii) any breach by Accuride Sub of its obligations under the Partnership Agreements. 7.2 INDEMNIFICATION PROCEDURES. For purposes of this Section 7.2, the party seeking indemnification shall be known as the "INDEMNIFIED PARTY" and the party from whom indemnification is sought shall be known as the "INDEMNIFYING PARTY." As soon as reasonably practicable after receipt by an Indemnified Party of notice of any Claim in respect of which an Indemnifying Party may be liable under Section 7.1, the Indemnified Party shall give notice thereof to the Indemnifying Party, setting forth in reasonable detail the facts and circumstances pertaining thereto, but the failure to give such notice shall not relieve the Indemnifying Party of its obligations under this Article VII unless and to the extent that the Indemnifying Party is prejudiced by such failure. In the event that the Claim arises out of or results from a claim by any third party, the Indemnified Party shall permit the Indemnifying Party, at its option and expense, to assume the defense of, and subject to the consent of the Indemnified Party, which shall not be unreasonably withheld, in each case settle or otherwise dispose of such claim by counsel reasonably satisfactory to the Indemnified Party, provided that the Indemnified Party may participate in such defense by counsel of its own choice, but the fees, expenses and other charges of such counsel will be solely for the account of the Indemnified Party, unless: (a) the employment of counsel by the Indemnified Party has been authorized in writing by the Indemnifying Party, (b) there is a conflict or potential conflict (based on advice of counsel to the Indemnified Party reasonably acceptable to the Indemnifying Party) between the Indemnified Party and the Indemnifying Party, or (c) the Indemnifying Party has not in fact employed counsel 16 to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, and provided, further, that the Indemnified Party shall be entitled to control such defense jointly with the Indemnifying Party in the case of any litigation referred to in clause (b) of the immediately preceding proviso to this sentence. Notwithstanding anything to the contrary in this Section 7.2, without the prior written consent of each Indemnified Party (or of each Indemnifyig Party if the Indemnified Party is defending such third party claim), which consent shall not be unreasonably withheld, the Indemnifying Party (or Indemnified Party, as the case may be) shall not consent to the entry of any judgment or enter into any settlement that does not include an unconditional release of each Indemnified Party (or Indemnifying Party) from all liabilities in respect of such Claims. The Indemnifying Party shall pay for any Claim promptly in cash once its responsibility has been established. 7.3 THIRD PARTY BENEFICIARIES. Any Indemnified Party not party to this Agreement shall be a third party beneficiary of this Agreement for purposes of this Article VII. ARTICLE VIII OTHER MATTERS 8.1 TERMINATION OF CERTAIN AGREEMENTS. Unless sooner terminated upon the mutual written agreement of the parties thereto and except as otherwise set forth herein, each of the Kaiser Technical Services Agreement and the Kaiser Production Services Agreement shall, and shall be deemed to, terminate on August 31, 1999. Unless sooner terminated upon the mutual written agreement of the parties thereto and except as otherwise set forth herein, the Kaiser Administrative Services Agreement shall, and shall be deemed to, terminate on August 31, 1999, with respect to all services currently being provided by Kaiser thereunder other than tax services which shall continue through the timely preparation and filing of the tax returns specified in Section 8.10. Kaiser shall, pursuant to the terms of those agreements, continue to be paid and reimbursed for any such services that it continues to provide. 8.2 TERMINATION OF CERTAIN SERVICES. Effective as of April 2, 1999, or such other date mutually agreed to in writing by the parties hereto, Accuride or Accuride Sub, shall assume control of all of the cash management, treasury and hedging activities currently being performed by Kaiser for the General Partner and the Company. 8.3 CONTINUATION OF RIGHTS AND OBLIGATIONS. Except as otherwise specifically set forth in this Agreement or the Restated Lease, the rights and obligations of Kaiser, Accuride Sub, Accuride, the General Partner and the Company under each of the Formation Agreements, including, without limitation, the covenants set forth in Article VI of the Contribution Agreement and the indemnification provisions set forth in Article VII of the Contribution Agreement, shall continue in full force and effect subject only to the terms, conditions and limitations set forth herein and therein. The parties hereto agree that the representations and warranties set forth in Articles 4 and 5 of this Agreement shall not amend, limit or otherwise modify in any manner any of the respective parties' rights and obligations under any of the Formation Agreements. It being further understood by the parties that the foregoing shall not preclude a claim under this 17 Agreement by any party hereto based upon the breach of any such representation or warranty. 8.4 RECALL CAMPAIGN. Notwithstanding any other provision to the contrary contained in the Contribution Agreement, any other Formation Agreement or otherwise, the Company shall be solely responsible for the Recall Campaign and all liabilities, costs and expenses of the Recall Campaign (the "Recall Costs") and Kaiser shall not have any liability to the Company, the General Partner, Accuride, Accuride Sub or any of their Affiliates for the Recall Costs, whenever incurred. This Section 8.4 does not create additional indemnification rights except as set forth in the Formation Agreements and indemnification against the Company for the Recall Costs. Notwithstanding the foregoing, the parties hereto agree that the cause of the Recall Campaign has not been mutually agreed upon by the parties hereto and that this Section 8.4 does not amend, limit or otherwise modify in any manner any of the respective parties's rights and obligations under the Formation Agreements for any other liabilities, costs or expenses arising from the wheels which are the subject of the Recall Campaign, including third party claims or any claims based on product defects. 8.5 COVENANT NOT TO COMPETE. Effective as of the Closing Date, neither Kaiser, Accuride, Accuride Sub nor any of their respective Affiliates shall have any obligations under Section 11.2 of each of the Partnership Agreements. In lieu of the foregoing, effective as of the Closing Date, Kaiser agrees that for a period of five (5) years after the Closing Date, neither Kaiser nor any of its Affiliates (including future Affiliates) will, compete with the business of the Company as currently being conducted or otherwise, directly or indirectly, design, manufacture or sell, or participate whether by ownership interest or otherwise in the design, manufacture or sale of, any Joint Venture Products (except in connection with or as a result of fundamental corporate transactions, including mergers, spin-offs and sales of substantially all of the capital stock or assets of Kaiser or its parent corporations, except that Kaiser shall not acquire any businesses which have more than twenty-five percent (25%) of their revenues derived from businesses which compete with the Company in the business as currently conducted by the Company, and with respect to businesses which derive less than 25% of their revenue from businesses which compete with the Company in the business currently conducted by the Company, Kaiser will dispose of any competing businesses acquired within twelve (12) months of such acquisition). For purposes of this Section only, the term "Joint Venture Products" shall include any wheels of the size and type described in clause (i) of the definition of Joint Venture Products in Article I of this Agreement manufactured from non-ferrous materials (other than thermoplastics and thermosets). The foregoing restrictions shall not preclude or otherwise prevent Kaiser or any of its Affiliates from (i) acting solely as a supplier or toller of aluminum, aluminum alloys or other materials used in the production of Joint Venture Products, or (ii) participating in or otherwise conducting research or development of new alloys or materials. 8.6 AMENDMENT OF PUBLIC FILINGS AND REPLACEMENT OF DESIGNATED AGENTS. Promptly following the Closing, Accuride and Accuride Sub shall cause the Company and the General Partner to submit such filings and notifications necessary to appoint Persons other than Kaiser as agents for service of process or mailings for matters pertaining to the General Partner or the Company and reflect the fact that Kaiser no longer owns any interest in the General Partner and the Company. 18 8.7 INSPECTION OF BOOKS AND RECORDS. (a) Following the Closing, Kaiser and/or its representatives and agents, at Kaiser's expense and at reasonable times during business hours, shall have the right to inspect and make copies and extracts of all books of account and all financial, legal and business records (which books of account, financial, legal and business records shall be retained for not less than seven years after the Closing Date) of (i) the Company and the General Partner, as well as access to, and the cooperation of, any employee of the Company or General Partner having knowledge of the information therein contained and the right to discuss the matters recorded in such books and records with the independent certified accountants retained by the Company and/or General Partner, and (ii) Accuride related to the services provided by Accuride under any of the Ancillary Agreements (as defined in the Contribution Agreement), including, without limitation, the Accuride Technical Services Agreement, the Accuride Sales and Marketing Agreement and the Accuride Administrative Services Agreement, as well as access to, and the cooperation of, any employee of Accuride having knowledge of the information therein contained, in each instance if such inspection, access and cooperation are for any reasonable purpose, including without limitation (1) preparation for proceedings, claims, actions, suits, investigations or disputes to which Kaiser is a party relating to the conduct of the business prior to the Closing Date by Kaiser, Accuride, the Company and/or the General Partner, (2) any proceedings, claims, actions, suits, investigations or disputes between Kaiser and the Company, the General Partner, Accuride and/or Accuride Sub relating to the conduct of the business prior to the Closing Date by Kaiser, Accuride, the Company and/or the General Partner, (3) performance of accounting or tax reviews or audits of the business conducted by the Company or the General Partner relating to periods prior to the Closing Date or (4) any purpose reasonably related to Kaiser's ownership of its Interest in the Company and/or the General Partner; provided, that such inspection, access or cooperation shall not unreasonably interfere with the normal operations of the Company and Kaiser and/or its representatives shall not be entitled to any such inspection, access or cooperation (i) as to which the attorney-client privilege applies or (ii) the disclosure of which is restricted Applicable Law except in strict compliance with such law. (b) Following the Closing, Accuride or Accuride Sub and/or their representatives and agents, at the expense of Accuride and Accuride Sub and at reasonable times during business hours, shall have the right to inspect and make copies and extracts of all the books of account and all financial, legal and business records of Kaiser related to the services provided by Kaiser under any of the Ancillary Agreements (as defined in the Contribution Agreement), including, without limitation, the Kaiser Technical Services Agreement, the Kaiser Production Services Agreement and the Kaiser Administrative Services Agreement, as well as access to, and the cooperation of, any employee of Kaiser having knowledge of the information therein contained and the right to discuss the matters recorded in such books and records with the independent certified accountants retained by Kaiser, if such inspection, access and cooperation are for any reasonable purpose, including without limitation (i) preparation for proceedings, claims, actions, suits, investigations or disputes to which Accuride, Accuride Sub or the Company is a party relating to the conduct of the business of the Company prior to the Closing Date by Kaiser, Accuride, the Company or the General Partner, (ii) any proceedings, claims, actions, suits, investigations or disputes between Kaiser and the Company, the General Partner, Accuride and/or Accuride Sub, or (iii) 19 performance of accounting or tax reviews or audits of the business conducted by the Company or the General Partner relating to periods prior to the Closing Date; provided, that such inspection, access or cooperation shall not unreasonably interfere with the normal operations of Kaiser and Accuride, Accuride Sub and their representatives shall not be entitled to any such inspection, access or cooperation (i) as to which the attorney-client privilege applies or (ii) the disclosure of which is restricted by Applicable Law except in strict compliance with such law. 8.8 INTERIM MATTERS. From and after the date of this Agreement, Accuride shall, subject to the terms and conditions otherwise set forth in this Agreement, have management control of the business conducted by the Company. Notwithstanding the foregoing, Accuride agrees that between the date hereof and the Closing Date, that (i) Accuride will, and will cause the Company and the General Partner to (a) conduct the business of the Company and the General Partner in a manner consistent with the ordinary course of the normal day-to-day operations of the Company and the General Partner and consistent with past practice and (b) use its reasonable best efforts to preserve intact the current business organization and corporate structure of the Company and the General Partner, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with the Company and/or the General Partner, and (ii) Accuride will not, and will not permit the Company and the General Partner to, in each case without Kaiser's prior written consent, take any of the actions identified in Sections 6.4(vi), (vii), (xiii), (xiv), (xv), (xvi) and (xviii) of the Limited Liability Company Agreement. 8.9 PROPERTY TAXES. Property taxes for 1999 shall be allocated to the short period ending on the Closing Date based on the actual number of calendar days in each period (it being understood that the foregoing shall not alter, amend or otherwise modify the terms of the Restated Lease). 8.10 TAX RETURNS. Kaiser shall be responsible for the timely preparation of all 1998 tax returns required to be filed for the General Partner and the Company consistent with past practice in accordance with the Partnership Agreements and the Kaiser Administrative Services Agreement. Kaiser shall also be responsible for the timely preparation of 1999 tax returns for the period through the Closing Date. With respect to the period from January 1, 1999 through the Closing Date, no elections shall be made or positions taken that are not consistent with past practice. Kaiser shall remain the owner of the Kaiser Interests for income tax purposes through the Closing Date. 8.11 NOTIFICATION OF CERTAIN MATTERS. From and after the date hereof and up to the Closing, each party shall give prompt notice to the other following its receipt of notice of any material failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; PROVIDED, HOWEVER, that such disclosure shall not be deemed to cure any breach of a covenant or agreement or to satisfy any condition. 8.12 FURTHER ASSURANCES. Upon the terms and subject to the conditions contained herein, the parties agree, in each case both before and after the Closing, (i) to use all reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things 20 necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement and the Restated Lease, (ii) to execute any documents, instruments or conveyances of any kind which may be reasonably necessary or advisable to carry out any of the Transactions, and (iii) to cooperate with each other in connection with the foregoing. 8.13 NO SOLICITATION. For a period of five years following the Closing Date, Kaiser shall not, and Kaiser shall cause its Affiliates not to, directly or indirectly, hire or retain, or offer to hire or retain any employee of the Company, except for employees who (i) contact Kaiser or its Affiliates on his or her own initiative without any direct or indirect solicitation or encouragement from Kaiser or its Affiliates, (ii) respond to any public advertisement placed by Kaiser or its Affiliates, or (iii) have been terminated by the Company prior to commencement of employment discussions with Kaiser or its Affiliates. 8.14 NO-SHOP. From the date hereof through the Closing or the earlier termination of this Agreement, Kaiser shall not, and Kaiser shall cause its Affiliates and their respective employees, agents or advisors (including without limitation investment bankers, attorneys and accountants), not to, directly or indirectly, solicit, initiate or continue any discussions or negotiations with, or encourage or respond to any inquiries or proposals by, or participate in any negotiations with, or provide any information to, or otherwise cooperate in any other way with, any corporation, partnership, person or other entity or group, other than Accuride and Accuride Sub concerning any sale of all or a portion of the Kaiser Interests (a "PROPOSED ACQUISITION TRANSACTION"). From the date hereof through the Closing or the earlier termination of this Agreement, Kaiser shall not, directly or indirectly, through any officer, director, employee, representative, agent or otherwise, solicit, initiate or encourage the submission of any proposal or offer from any person relating to any Proposed Acquisition Transaction or participate in any negotiations regarding, or furnish to any other person any information with respect to the Company or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to seek or effect a Proposed Acquisition Transaction. 8.15 KAISER MANUFACTURING AGREEMENT. The parties hereto agree that there is no Kaiser Manufacturing Agreement (as defined in the Contribution Agreement) and the parties shall not have any obligations thereunder. 8.16 CONFIDENTIAL INFORMATION. Effective as of the Closing Date Kaiser shall not have any obligations under Section 11.1 of each of the Partnership Agreements. In lieu thereof, effective as of the Closing Date Kaiser agrees that during the existence of the Company or five years from the Closing Date, whichever is later, Kaiser (i) shall maintain, and shall use its best efforts to cause its Affiliates, officers, directors, employees, accountants, counsel and agents to maintain, the confidentiality of any confidential information concerning the Joint Venture Products, the Company, the General Partner, Accuride, Accuride Sub or the business of the Company that is not otherwise generally available to the public and (ii) without the prior consent of Accuride and the Company, shall not use or disclose to any third party (other than their respective financial advisors, attorneys and other agents and representatives) such confidential information, except (a) after receipt of a binding order of confidentiality, if available, in enforcing 21 its rights under one or both of the Partnership Agreements; any of the Formation Agreements; any agreement between or among Kaiser, on the one hand, and Accuride, Accuride Sub, the Company and/or the General Partner, on the other; this Agreement; the Restated Lease; or the Transactions, or (b) to any governmental agency if it believes in good faith that such disclosure is required by applicable law or by governmental policy, provided that prior to making any such disclosure Kaiser shall, unless prohibited by such governmental agency, give written notice (identifying such agency and describing the general nature of such disclosure) to, and consult with, the Company and Accuride. 8.17 INSURANCE. After the date hereof, Kaiser shall provide reasonable assistance in making and collecting claims on the Insurance Policies. 8.18 USE OF NAMES. Neither the Company, the General Partner, Accuride nor Accuride Sub will, directly or indirectly, use in any manner whatsoever, or allow any of their respective Affiliates to use in any manner whatsoever, the Kaiser Marks after the Closing Date. Notwithstanding the foregoing, the Company and the General Partner may continue to use the Kaiser Marks during the six month period beginning on the Closing Date in connection with the use of existing inventories or materials and supplies containing any such Kaiser Marks. 8.19 ULTRA-FORGE EQUIPMENT. Prior to the end of the six (6) month period beginning on the Closing Date, Kaiser shall have removed or caused the removal of its hub machining line and related Kaiser equipment and inventory currently located at the Ultra-Forge facility in Cuyahoga Falls, Ohio. Absent a written agreement to the contrary between Kaiser and Accuride, any equipment remaining at the end of such six (6) month period shall become the property of AKW on an "as is, where is" basis and with all faults. 8.20 DISTRIBUTIONS. The General Partner and the Company shall have been deemed to have authorized pursuant to Sections 5.1 of Limited Partnership Agreement and the Limited Liability Company Agreement, respectively, distributions in an amount equal to net cash distributions received by Accuride Sub and Kaiser from the General Partner and the Company at any time prior through March 31, 1999, in connection with the sweeping of the accounts maintained by the Company and/or General Partner and distribution of such amounts to Accuride Sub and Kaiser in the ordinary course of business of the Company and the General Partner. 8.21 ENGINEERING STORES. Within thirty (30) days of the Closing Date, the Company shall return to Kaiser all surplus engineering stores in its possession for which it has not reimbursed Kaiser. 8.22 EFFECTIVE DATE OF BUY/SELL OPTION. From and after the date hereof, unless otherwise agreed by the parties in writing, the effective date of the Buy/Sell Option set forth in Section 9.3 of each of the Partnership Agreements shall be moved from May 1, 1999, to November 1, 1999. 8.23 FUNDING REQUIREMENTS. From and after the date hereof, Accuride and Accuride Sub shall assume the financial obligations of the Company and the General Partner, fund one 22 hundred percent (100%) of the cash infusions required by the Company and the General Partner and receive one hundred percent (100%) of the cash distributions from the Company and the General Partner made in the ordinary course of business and consistent with past practice. ARTICLE IX MISCELLANEOUS 9.1 TERMINATION. This Agreement may be terminated at any time prior to the Closing: (i) By the written agreement of Accuride, Accuride Sub and Kaiser; (ii) By any party hereto upon notice to each other party if the Closing has not occurred on or prior to July 30, 1999, or such later date as may be approved by the parties hereto; (iii) By Accuride if it determines, in its sole discretion that it cannot obtain the financing contemplated by Section 6.2(a) of this Agreement. Upon any termination of this Agreement, the parties hereto shall have no liability to each other by reason of such termination except for liabilities accrued on or prior to the date of such termination; provided that if such termination shall result from the breach by a party of the covenants or agreements of such party, such party shall be fully liable for any and all damages, costs and expenses (including reasonable counsel fees) sustained or incurred by the other parties to this Agreement and provided, further, that the provisions contained in Sections 3.2, 3.9 and 8.22, Articles VII and IX (except for Sections 9.4 and 9.7) hereof shall survive any termination of this Agreement. 9.2 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. NOTWITHSTANDING THE FOREGOING, ANY AND ALL MATTERS RELATING TO THE RIGHTS AND OBLIGATIONS UNDER THE PARTNERSHIP AGREEMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (OTHER THAN ANY CONFLICT OF LAW RULE WHICH MIGHT RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION). IN THE EVENT OF A CONFLICT BETWEEN ANY PROVISION OF EITHER OF THE PARTNERSHIP AGREEMENTS AND ANY NON-MANDATORY PROVISION OF THE DELAWARE REVISED UNIFORM LIMITED PARTNERSHIP ACT OR THE DELAWARE LIMITED LIABILITY COMPANY ACT, AS APPLICABLE, THE PROVISIONS OF THE APPLICABLE PARTNERSHIP AGREEMENT SHALL CONTROL AND TAKE PRECEDENCE. 9.3 ARBITRATION. (a) Any dispute, controversy or claim arising out of, relating to or in connection with, this Agreement or the breach, validity or termination thereof shall be finally settled by arbitration. The arbitration shall be conducted in accordance with the American 23 Arbitration Association's commercial arbitration rules in effect at the time of arbitration, except as modified herein or by mutual agreement of the parties. The seat of the arbitration shall be New York, New York; provided that the arbitrators may hold hearings in such other locations as the arbitrators determine to be most convenient and efficient for all the parties under the circumstances. Notwithstanding anything to the contrary in Section 9.2, the arbitration shall be governed by the Federal Arbitration Act. (b) The arbitration shall be conducted by three arbitrators. One arbitrator shall be appointed by Accuride and/or Accuride Sub, as the case may be, and one arbitrator shall be appointed by Kaiser. The two arbitrators so selected shall appoint the third arbitrator. If any party to the dispute fails to make a timely appointment, or if the initial two arbitrators cannot agree on the third arbitrator within ten (10) days of their appointment, any party hereto may request the American Arbitration Association to appoint such arbitrator(s). (c) Any award rendered by the arbitrators shall be in writing, state the reasons for the award and be final and binding upon the parties. The award may include an award of costs, including reasonable attorneys' fees and disbursements. Judgment upon the award rendered may be entered in any court having jurisdiction thereof or having jurisdiction over the relevant parties or their assets. 9.4 SURVIVAL. The representations and warranties of the parties hereto contained in this Agreement or in the Restated Lease, or otherwise made in writing in connection with the Transactions, shall survive until May 1, 2001, except with respect to the representations and warranties set forth in (i) Section 4.7 (Title), which shall survive indefinitely and (ii) Sections 4.9 and 5.8 (Tax Matters), which shall survive until the expiration of the applicable statute of limitations (with extensions). Any due diligence or investigation conducted by or on behalf of any party hereto, or information furnished by such party or representative thereof in connection therewith shall not limit or in any way prejudice the right of such party to rely on the representations and warranties set forth herein. 9.5 ENTIRE AGREEMENT; AMENDMENT; ASSIGNMENT, ETC. This Agreement, together with the Restated Lease and the Formation Agreements, 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. Neither this Agreement nor any of the terms hereof may be amended, modified or waived, supplemented or terminated other than by a document in writing, signed by the party or parties against which the enforcement of such amendment, modification, waiver, supplement or termination is sought. This Agreement shall be binding upon the respective successors and permitted assigns of the parties hereto. This Agreement shall not be assignable or otherwise transferable by any party without the prior written consent of the other parties and any attempt to so assign or transfer this Agreement without such consent shall be void and of no effect. 9.6. BUY/SELL OPTION. Notwithstanding anything to the contrary in this Agreement, this Agreement is not related to and is not intended to trigger the Buy/Sell Option set forth in Section 9.3 of either of the Partnership Agreements. 24 9.7. SPECIFIC PERFORMANCE. Each of the parties acknowledges and agrees that the other parties would be irreparably damaged in the event the provisions of Sections 8.5 and 8.13 are not performed in accordance with its specific terms or otherwise are breached. Therefore, notwithstanding anything to the contrary in this Agreement, each of the parties agrees that the other parties shall be entitled to an injunction or injunctions to prevent breaches of Sections 8.5 and 8.13 and to enforce specifically the performance by such first party under Sections 8.5 and 8.13, and each party agrees to waive the defense in any such suit that the other parties have an adequate remedy at law and to interpose no opposition, legal or otherwise, as to the propriety of injunction or specific performance as a remedy, and agrees to waive any requirement to post any bond in connection with obtaining such relief. The equitable remedies described in this Section 9.7 shall be in addition to, and not in lieu of, any other remedies at law or in equity that the parties hereto may elect to pursue. 9.8 NOTICES. Any notice or other communication required or permitted to be given hereunder or for the purposes hereof to any party shall be in writing and shall be sufficiently given if (i) delivered personally, (ii) mailed by certified or registered mail, postage prepaid, (iii) transmitted by facsimile (and confirmed by mail) or (iv) sent by next day or overnight mail or delivery to: (a) Accuride Sub and Accuride at: Accuride Corporation 2315 Adams Lane/P.O. Box 40 Henderson, Kentucky 42420 Attn: William P. Greubel Tel: (502)826-5000 Fax: (502)827-7601 with a copy to: Accuride Corporation 2315 Adams Lane/P.O. Box 40 Henderson, Kentucky 42420 Attn: David K. Armstrong Tel: (502)826-5000 Fax: (502)827-7601 (b) Kaiser at: Kaiser Aluminum & Chemical Corporation 26957 Northwestern Highway Drive Suite 200 Southfield, MI 48034 Attn: Vice President, Controller 25 Tel: (248)352-4630 Fax: (248)352-4635 with a copy to: Kaiser Aluminum & Chemical Corporation 5847 San Felipe, Suite 2600 Houston, Texas 77057 Attn: General Counsel Tel: (713)267-3777 Fax: (713)267-3702 or at such other address or to such other person's attention as the party to whom such notice is to be given shall have last notified the party giving the same in the manner provided in this Section. Any notice so delivered to the party to whom it is addressed shall be deemed to have been given and received (a) if by personal delivery, on the day of such delivery, (b) if by certified or registered mail, on the seventh day after mailing thereof, (c) if by facsimile, the day on which such facsimile was sent as evidenced by receipt of a confirmation indicating a successful transmission or (d) if by next day or overnight mail delivery, on the day delivered, provided that if, with respect to any of the foregoing, any such day is not a Business Day then the notice shall be deemed to have been given and received on the Business Day next following such day. 9.9 EXPENSES. Each party hereto shall pay all its own costs, fees and expenses incident to this Agreement and the Transactions contemplated hereby, including legal and accounting fees and disbursements. 9.10 SEPARABILITY OF PROVISIONS. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal. If any provision of this Agreement is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties to the extent possible. 9.11 NO THIRD PARTY BENEFICIARIES. Nothing in this Agreement will be construed as giving any Person, other than the parties hereto and their successors and permitted assigns, any right, remedy or claim under or in respect of this Agreement or any provision hereof, except as specifically provided for herein. 9.12 SECTION HEADINGS; COUNTERPARTS; ETC. The section headings of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. This Agreement 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. 26 IN WITNESS WHEREOF, Accuride Sub, Accuride and Kaiser have caused this Agreement to be duly executed in their respective corporate names by their respective officers, each of whom is duly and validly authorized and empowered, all on and as of the date first above written. ACCURIDE CORPORATION ACCURIDE VENTURES, INC. By: By: ------------------------------- -------------------------------- Name: William P. Greubel Name: William P. Greubel Title: President Title: President KAISER ALUMINUM & CHEMICAL CORPORATION By: -------------------------------- Name: Jack A. Hockema Title: Vice President 27 Schedule 1(a) Knowledge Kaiser: Jack A. Hockema Sections 4.3, 4.4, 4.8, 4.9, 4.10, 4.12, 4.13 and 4.15 Vice President and President Kaiser Engineered Products Kerry Shiba Sections 4.3, 4.4, 4.8, 4.9, 4.10, 4.12, 4.13 and 4.15 Vice President & Controller Kaiser Engineered Products John Barneson Sections 4.3, 4.4, 4.8, 4.9, 4.10, 4.12, 4.13 and 4.15 Vice President Planning and Development Kaiser Engineered Products Edward A. Kaplan Section 4.9 Director of Tax Planning Dorothy W. Chapman Section 4.8 Director of Risk Management Accuride: William P. Greubel Sections 5.3, 5.4, 5.7, 5.8 and 5.10 John Murphy Sections 5.3, 5.4, 5.7, 5.8 and 5.10 Deepak Chaudrey Sections 5.7 and 5.8
28 Schedule 4.8 INSURANCE POLICIES
POLICY TYPE POLICY NUMBER INSURER - ----------- ------------- ------- Crime 861-49-06 National Union Fire Ins. Co. Fiduciary Liability 751-119123-98 Executive Risk Indemnity Ins. General Liability (1) 61 CES SS 853 Twin City Fire Ins. Co. Workers' Compensation 382509 Employee Benefits Ins. Co. Employers Liability Primary Excess Liability 61 HU SL5703 Twin City Fire Ins. Co. Excess Liability Incl. w/MAX Various Automobile Liability KA0142481-0 Reliance National Indemnity Property* 65060/98 Trochus Ins. Co. Ltd. Marine Package* ARS-1930 American International Marine Agency, Inc.
* Indicates policies that are currently under the Kaiser umbrella, but that will no longer cover the Company on or after the Closing Date. - ------------------- (1) The limited recall coverage currently available under this policy cannot be renewed or extended beyond April 30, 1999. Schedule 4.14 Agreements 1. Contribution Agreement 2. Erie Lease Agreement 3. Kaiser Administrative Services Agreement 4. Kaiser Production Services Agreement 5. Kaiser Technical Services Agreement 6. Limited Partnership Agreement 7. Limited Liability Company Agreement 8. Aluminum Supply Agreement between the Company and Kaiser Aluminum & Chemical of Canada Limited, a subsidiary of Kaiser ("KACOCL"), pursuant to which KACOCL supplies aluminum billet to the Company. 9. Aluminum Supply Agreement, including forward purchase commitment, between the Company and Kaiser, pursuant to which Kaiser supplies aluminum billet to the Company. 10. Scrap Purchase Agreement between the Company and KACOCL pursuant to which KACOCL purchase aluminum scrap from the Company. Exhibit A Restated Lease Exhibit B Form of Kaiser Opinion April 1, 1999 Accuride Corporation Accuride Ventures, Inc. 2315 Adams Lane Henderson, Kentucky 42420 Ladies and Gentlemen: This opinion is being furnished to you pursuant to Section 6.2(f) of the Purchase Agreement, dated as of April 1, 1999 (the "PURCHASE AGREEMENT"), among Kaiser Aluminum & Chemical Corporation, a Delaware corporation ("KAISER"), Accuride Corporation, a Delaware corporation ("Accuride"), and Accuride Ventures, Inc., a Delaware corporation and wholly-owned subsidiary of Accuride ("ACCURIDE SUB"). Capitalized terms used herein without definition shall have the meanings specified in the Purchase Agreement. I am Vice President and General Counsel of Kaiser and I, or attorneys under my supervision, have acted as counsel to Kaiser in connection with the preparation of the Purchase Agreement and the Restated Lease. I, or attorneys under my supervision, have reviewed executed copies of the Purchase Agreement and the Restated Lease and have also examined and relied, without independent investigation or verification, upon the representations and warranties of Kaiser as to factual matters contained in and made pursuant to the Purchase Agreement, and upon certificates of officers of Kaiser and the originals, or copies certified or otherwise identified to my or their satisfaction, of corporate records of Kaiser, certificates of public officials and such other documents as in our judgment are necessary or appropriate to render the opinion expressed below. In the course of the examination of the documents referred to above, I have assumed the genuineness of all signatures (other than those of the officers of Kaiser) and the authenticity of all certificates and other documents submitted to me or to attorneys under my supervision as originals and the conformity to originals of all documents submitted to me or to attorneys under my supervision as conformed or photocopies. Based on the foregoing, I am of the opinion that: (a) DUE INCORPORATION. Kaiser is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Kaiser has all requisite corporate power and authority to execute and deliver the Purchase Agreement and the Restated Lease, to perform its respective obligations thereunder, and to consummate the transactions contemplated thereby. (b) DUE AUTHORIZATION. The execution, delivery and performance by Kaiser of the Purchase Agreement and the Restated Lease and the consummation by Kaiser of the transactions contemplated thereby have been duly and validly authorized by all necessary corporate action on the part of Kaiser. The Purchase Agreement and the Restated Lease have been duly executed and delivered by Kaiser, and, assuming the due authorization, execution and delivery thereof by the other parties thereto, each constitutes a legal, valid and binding obligation of Kaiser enforceable against Kaiser in accordance with its respective terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law). (c) TRANSFER OF KAISER INTERESTS; LEASE OF REAL PROPERTY. The instruments of conveyance, transfer and assignment executed and delivered by Kaiser in connection with the transfer of the Kaiser Interests to Accuride and the Surplus Assets to the Company have been duly authorized, executed and delivered by Kaiser and are valid and effective to vest in Accuride all of the right, title and interest of Kaiser in and to the Kaiser Interests and to vest in the Company all of the right, title and interest of Kaiser in and to the Surplus Assets, in each case free and clear of any Liens known to us. The Restated Lease is valid and effective to vest in AKW a valid leasehold interest and the exclusive right to use and occupy the Additional Premises except as otherwise set forth in the Restated Lease, free and clear of any Liens known to us, other than Permitted Real Property Liens. (d) NO CONFLICTS. The execution, delivery and performance of the Purchase Agreement and the Restated Lease by Kaiser and the consummation by Kaiser of the transactions contemplated thereby, do not and will not (i) conflict with the Certificate of Incorporation or By-Laws of Kaiser, (ii) constitute a breach or violation of, or default under, any mortgage, agreement, deed of trust, indenture, lease, contract or other instrument known by us or by which all of its properties or assets are bound, including without limitation the Credit Agreement, dated as of February 15, 1994, as amended, between Kaiser, Kaiser Aluminum Corporation, a Delaware corporation, the various Lenders a party thereto, and BankAmerica Business Credit, Inc., a Delaware corporation, and all collateral agreements related thereto, except for such violations as could not reasonably be expected to have (x) a material adverse effect on Kaiser or (y) a material adverse effect on the ability of Kaiser to perform its obligations thereunder or (iii) to our knowledge, result in the creation or imposition of any Liens on any of the properties or assets of Kaiser, other than Permitted Real Property Liens. (e) GOVERNMENT AUTHORIZATIONS. To our knowledge, no consent, approval or authorization of, or filing with, any Governmental Authority of the States of New York or Delaware or of the federal government of the United States or any third party is required to be obtained or filed on the part of Kaiser in connection with the execution and delivery of the Purchase Agreement and the Restated Lease or the consummation of the transactions contemplated thereby, other than any consents, approvals, authorizations or filings the failure to obtain which would not, individually or in the aggregate, have a Company Material Adverse Effect or have a material adverse effect on the ability of Kaiser to perform its obligations under the Purchase Agreement and the Restated Lease. I call your attention to the fact that I am admitted to practice law only in the State of California, the Commonwealth of Pennsylvania and the District of Columbia, and, in rendering the foregoing opinion, I do not express any opinion as to any laws other than the laws of the State of California and the Commonwealth of Pennsylvania, the Federal laws of the United States of America and the General Corporation Law of the State of Delaware. This opinion is being delivered to you solely for your benefit, and neither this opinion nor any part hereof may be delivered to, or used or relied upon by any other person or for any other purpose without my express prior written consent. Very truly yours, E. Bruce Butler Vice President and General Counsel Exhibit C Surplus Assets Bill of Sale BILL OF SALE Kaiser Aluminum & Chemical Corporation, a Delaware corporation ("KAISER"), for good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, hereby sells, transfers, and delivers to AKW L.P., a Delaware limited partnership ("AKW"), all of Kaiser's right, title and interest in and to the assets identified on Exhibit A attached hereto (collectively, the "SURPLUS ASSETS"). Capitalized terms used but not otherwise defined in this Bill of Sale, including Schedule 1 attached hereto, shall have the meaning assigned to them in the Purchase Agreement dated as of April 1, 1999, by and among Accuride Ventures, Inc., a Delaware corporation, Accuride Corporation, a Delaware corporation, and Kaiser (the "PURCHASE AGREEMENT") Kaiser hereby disclaims all other representations or warranties expressed or implied as to the condition, value or quality of the Surplus Assets, and specifically disclaims with respect to the Surplus Assets any representations and warranties of merchantability, usage or fitness for any particular purpose, it being Kaiser's intent, except as otherwise provided in the Agreement, to convey the Surplus Assets sold hereby AS IS, WHERE IS. Notwithstanding the foregoing, Kaiser represents and warrants that Kaiser has good and marketable title to the Surplus Assets and upon the consummation of the transactions contemplated hereby, AKW will acquire good and marketable title to the Surplus Assets free and clear of any and all liens, claims or encumbrances and Kaiser agrees to indemnify and hold AKW harmless from any loss, claim or liability arising from the breach of these representations or warranties. Kaiser shall execute and deliver such further instruments of transfer and assignment as AKW may reasonably request to effect the transfer and assignment of the Surplus Assets to AKW. IN WITNESS WHEREOF, Kaiser has executed this Bill of Sale as of April 1, 1999. KAISER ALUMINUM & CHEMICAL CORPORATION By: --------------------------- Name: Jack A. Hockema Title: Vice President Schedule 1 Exhibit D Environmental Assets Bill of Sale BILL OF SALE Kaiser Aluminum & Chemical Corporation, a Delaware corporation ("KAISER"), for good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, hereby sells, transfers, and delivers to AKW L.P., a Delaware limited partnership ("AKW"), all of Kaiser's right, title and interest in and to the assets identified on Exhibit A attached hereto (collectively, the "ENVIRONMENTAL ASSETS"). Capitalized terms used but not otherwise defined in this Bill of Sale, including Exhibit A attached hereto, shall have the meaning assigned to them in the Contribution Agreement among Accuride Corporation, a Delaware corporation, AKW General Partner L.L.C., a Delaware limited liability company, AKW and Kaiser dated as of May 1, 1997 (the "CONTRIBUTION AGREEMENT"). Kaiser hereby disclaims all other representations or warranties expressed or implied as to the condition, value or quality of the Environmental Assets, and specifically disclaims with respect to the Environmental Assets any representations and warranties of merchantability, usage or fitness for any particular purpose, it being Kaiser's intent, except as otherwise provided in the Agreement, to convey the Environmental Assets sold hereby AS IS, WHERE IS. Notwithstanding the foregoing, Kaiser represents and warrants that AKW will acquire good and marketable title to the Environmental Assets free and clear of any and all liens, claims or encumbrances and Kaiser agrees to indemnify and hold AKW harmless from any loss, claim or liability arising from the breach of these representations or warranties. Nothing contained herein shall be deemed to alter or limit Kaiser's obligations with respect to the Environmental Compliance Plan under the Contribution Agreement. Kaiser shall execute and deliver such further instruments of transfer and assignment as AKW may reasonably request to effect the transfer and assignment of the Environmental Assets to AKW. IN WITNESS WHEREOF, Kaiser has executed this Bill of Sale as of April 1, 1999. KAISER ALUMINUM & CHEMICAL CORPORATION By: --------------------------- Name: Jack A. Hockema Title: Vice President Exhibit A 1. All of the machinery and equipment acquired by or on behalf of Kaiser and installed at the Erie Facility pursuant to the Environmental Compliance Plan, including, but not limited to, all machinery and equipment relating to the Wet Venturi Scrubbers (Unit ID Nos. 22-13 and 22-15) located in Building 12 at the Erie Facility for the 5000 and 8000 ton hydraulic presses located in Building 22 at the Erie Facility, including hood enclosures, ductwork, venturi scrubber fan, silencer and stack, process controls and wash system. 2. To the extent assignable, all of Kaiser's rights and interests in and to all contracts entered into by or on behalf of Kaiser in connection with the installation of the foregoing equipment, including all purchase orders, engineering contracts and construction contracts. Exhibit E Assignment and Assumption of Limited Partnership Interest and Limited Liability Company Interest ASSIGNMENT AND ASSUMPTION OF LIMITED PARTNERSHIP INTERESTS AND LIMITED LIABILITY COMPANY INTERESTS This Assignment and Assumption of Limited Partnership Interests and Limited Liability Company Interests (the "Agreement") is made and entered into as of April 1, 1999 (the "Effective Date"), by and between Kaiser Aluminum & Chemical Corporation, a Delaware corporation ("Kaiser"), and Accuride Corporation, a Delaware corporation ("Accuride"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Purchase Agreement (as defined below). RECITALS WHEREAS, Accuride, acting through Accuride Sub, and Kaiser formed the General Partner, to act as the general partner of AKW L.P., a Delaware limited partnership ("AKW"); Accuride Sub and Kaiser each own a fifty percent (50%) membership interest in the General Partner; and Accuride Sub, Kaiser and Accuride (in its capacity as guarantor of Accuride Sub) entered into the Limited Liability Company Agreement. WHEREAS, Accuride Sub and Kaiser each own a forty-nine percent (49%) limited partnership interest in AKW; the General Partner owns a two percent (2%) limited partnership interest in AKW; and Accuride Sub, Kaiser, the General Partner and Accuride (in its capacity as guarantor of Accuride Sub) entered into the Limited Partnership Agreement. WHEREAS, Accuride desires to purchase, and Kaiser desires to sell, Kaiser's fifty percent (50%) Interest (as defined in the Limited Liability Company Agreement) in the General Partner, Kaiser's forty-nine percent (49%) Interest (as defined in the Limited Partnership Agreement) in AKW (collectively, the "Kaiser Interests") pursuant to a Purchase Agreement (the "Purchase Agreement") dated as of March 31, 1999 by and among Accuride, Kaiser and Accuride Sub, whereby upon consummation of the Transactions (as defined below in the Purchase Agreement), Accuride Sub and Accuride shall collectively hold one hundred percent (100%) of the Interest (as defined in the Limited Liability Company Agreement) in the General Partner and a ninety-eight percent (98%) Interest (as defined in the Limited Partnership Agreement) in AKW. WHEREAS, pursuant to the Purchase Agreement, Kaiser hereby desires to assign to Accuride, and Accuride desires to accept an assignment from Kaiser of, the entirety of Kaiser's Interests, together with all rights, duties and obligations related thereto (the "Transferred Interest"), and each of them intends concurrently therewith that Accuride shall become a substitute Limited Partner of AKW and a substitute Member of the General Partner, as applicable, with respect to the Transferred Interest, subject to the terms of the Limited Partnership Agreement and the Limited Liability Company Agreement, as applicable, and this Agreement. WHEREAS, General Partner has consented to the assignment of Kaiser's forty-nine percent (49%) Interest (as defined in the Limited Partnership Agreement) pursuant to that certain Consent dated as of the date hereof. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: A. AGREEMENT TO ASSIGN AND ACCEPT TRANSFERRED INTEREST Effective as of April 1, 1999: 1. Kaiser assigns and transfers to Accuride all right, title and interest in and to the entirety of the Transferred Interest. 2. Accuride accepts the assignment and transfer from Kaiser of said Transferred Interest and agrees to be bound by the terms of the Limited Partnership Agreement and the Limited Liability Company Agreement. B. INTENT OF SUBSTITUTION Accuride shall succeed Kaiser as a Limited Partner of AKW and a Member of the General Partner and Kaiser shall have no further interest whatsoever in AKW and the General Partner. Kaiser and Accuride hereby agree to execute such other instruments, and take such other actions, as may be deemed necessary to admit Accuride as a substitute Limited Partner of AKW and substitute Member of the General Partner. IN WITNESS WHEREOF, the parties have executed this Assignment and Assumption of Limited Partnership Interests and Limited Liability Company Interests as of the day and year first above written. Kaiser Aluminum & Chemical Corporation, a Delaware corporation By: --------------------------- Name: Jack A. Hockema Title: Vice President Accuride Corporation, a Delaware corporation By: --------------------------- Name: ------------------------- Title: ------------------------ Exhibit F Acknowledgment of Limited Partnership Interest and Limited Liability Company Interest ACKNOWLEDGMENT OF LIMITED PARTNERSHIP INTEREST AND LIMITED LIABILITY COMPANY INTEREST Pursuant to a Purchase Agreement (the "Purchase Agreement") dated as of April 1, 1999 by and among Kaiser Aluminum & Chemical Corporation, a Delaware corporation ("Kaiser"), Accuride Corporation, a Delaware corporation ("Accuride"), and Accuride Ventures, Inc., a Delaware corporation and a wholly owned subsidiary of Accuride ("Accuride Sub"), this certificate acknowledges that Accuride will become the holder of fifty percent (50%) Interest (as defined in the Limited Liability Company Agreement) in the General Partner and forty-nine percent (49%) Interest (as defined in the Limited Partnership Agreement) in the Company, upon the execution of the attached Assignment and Assumption of Limited Partnership Interests and Limited Liability Company Interests by Kaiser and Accuride of even date herewith. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Purchase Agreement. IN WITNESS WHEREOF, this Acknowledgment of Limited Partnership Interests and Limited Liability Company Interests is executed as of April 1, 1999. KAISER ALUMINUM & CHEMICAL CORPORATION By: --------------------------- Name: Jack A. Hockema Title: Vice President Exhibit G Acknowledgment and Certificate Acknowledgment and Certificate Acknowledgment and Certificate dated as of April 1, 1999, by AKW L.P., a Delaware limited partnership (the "Company"), and AKW General Partner L.L.C., a Delaware limited liability company (the "General Partner"). WHEREAS, Accuride Ventures, Inc., a Delaware corporation and wholly-owned subsidiary of Accuride Corporation ("Accuride Sub"), Accuride Corporation, a Delaware corporation ("Accuride"), and Kaiser Aluminum & Chemical Corporation, a Delaware corporation ("Kaiser") have entered into that certain Purchase Agreement dated as of April 1, 1999 (the "Purchase Agreement"), pursuant to which Kaiser is selling all of its interests in the Company and the General Partner to Accuride; WHEREAS, the Purchase Agreement contains certain terms and conditions which affect the Company and the General Partner and modify the terms of the Limited Liability Company Agreement and the Limited Partnership Agreement; and WHEREAS, Section 6.3(c) of the Purchase Agreement requires the execution and delivery of this Acknowledgment and Certificate as a condition to Kaiser's obligations thereunder. NOW, THEREFORE, the Company and the General Partner, intending to be legally bound hereby, each acknowledge and certify the following: 1. DEFINITIONS. Capitalized terms used but not otherwise defined in this Acknowledgment and Certificate shall have the meanings assigned to them in the Purchase Agreement. 2. INSURANCE. To its knowledge, (i) the policies or binders of insurance as identified on Schedule 4.8 of the Purchase Agreement which the Company is the owner, insured or beneficiary are in full force and effect on the date hereof and, (ii) except as otherwise set forth on Schedule 4.8, shall be kept in full force and effect through April 30, 1999. 3. TAX MATTERS. To its knowledge, (i) Kaiser has acted as the tax matters partner under the Partnership Agreements in accordance with the terms thereof, (ii) the Company and the General Partner have not received a ruling from any taxing authority or signed an agreement with any taxing authority that could reasonably be expected to have a Company Material Adverse Effect, and (iii) there is no expectation that any taxing authority may claim or assess any new or additional Taxes payable by the Company or the General Partner for any period ending on or prior to the Closing Date that could reasonably be expected to have a Company Material Adverse Effect. 4. ADDITIONAL PREMISES. To its knowledge, (ii) there is no violation of any restriction, condition, covenant or agreement applicable to or affecting the Additional Premises, any part thereof or use thereof, contained in any deed, subdivision map or other instrument, except which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, and (ii) Kaiser and/or the Company have all easements, rights of way and similar authorizations required for the ownership and use of the Additional Premises by the Company for the conduct of its business as currently conducted. 5. CLAIMS. Following the Closing, to its knowledge, it will not have any outstanding (i) claims against Kaiser or any of Kaiser's Affiliates arising from or in connection with the breach or alleged breach of any agreement pursuant to which Kaiser or any of Kaiser's Affiliates is a party, or (ii) receivables from Kaiser or any of Kaiser's Affiliates other than trade receivables arising in the ordinary course of business. 6. CONTRIBUTION AGREEMENT. To its knowledge, upon the Closing of the Transactions, Kaiser will have satisfied any known obligations to it under the Contribution Agreement and the Erie Lease Agreement and with respect to the Landlord's Work (as defined in the Erie Lease Agreement). 7. AGREEMENTS. To its knowledge, Schedule 4.14 of the Purchase Agreement sets forth all existing material agreements, contracts, leases, purchase orders, undertakings, understandings, covenants not to compete, confidentiality agreements, licenses, obligations or other commitments, whether oral or written, currently in effect between Kaiser and any of its subsidiaries, on one hand, and the Company or the General Partner, on the other hand. 8. TERMINATION OF CERTAIN AGREEMENTS. Unless sooner terminated upon the mutual written agreement of the parties thereto and except as otherwise set forth herein, each of the Kaiser Technical Services Agreement and the Kaiser Production Services Agreement shall, and shall be deemed to, terminate on August 31, 1999. Unless sooner terminated upon the mutual written agreement of the parties thereto and except as otherwise set forth herein, the Kaiser Administrative Services Agreement shall, and shall be deemed to, terminate on August 31, 1999, with respect to all services currently being provided by Kaiser thereunder other than tax services which shall continue through the timely preparation and filing of the tax returns specified in Section 8.10 of the Purchase Agreement. Kaiser shall, pursuant to the terms of those agreements, continue to be paid and reimbursed for any such services that it continues to provide. 9. TERMINATION OF CERTAIN SERVICES. Effective as of April 2, 1999, or such other date mutually agreed to in writing by the parties hereto, Accuride or Accuride Sub, shall assume control of all of the cash management, treasury and hedging activities currently being performed by Kaiser for the General Partner and the Company. 10. RECALL CAMPAIGN. Notwithstanding any other provision to the contrary contained in the Contribution Agreement, any other Formation Agreement or otherwise, the Company shall be solely responsible for the Recall Campaign and all liabilities, costs and expenses of the Recall Campaign (the "Recall Costs") and Kaiser shall not have any liability to the Company, the General Partner, Accuride, Accuride Sub or any of their Affiliates for the 3 Recall Costs, whenever incurred. This paragraph does not create additional indemnification rights except as set forth in the Formation Agreements and indemnification against the Company for the Recall Costs. Notwithstanding the foregoing, the parties hereto agree that the cause of the Recall Campaign has not been mutually agreed upon by the parties hereto and that this paragraph does not amend, limit or otherwise modify in any manner any of the respective parties's rights and obligations under the Formation Agreements for any other liabilities, costs or expenses arising from the wheels which are the subject of the Recall Campaign, including third party claims or any claims based on product defects. 11. COVENANT NOT TO COMPETE. Effective as of the Closing Date, neither Kaiser, Accuride, Accuride Sub nor any of their respective Affiliates shall have any obligations under Section 11.2 of each of the Partnership Agreements. In lieu of the foregoing, Section 8.5 of the Purchase Agreement shall set forth the limitations on Kaiser's activities in that regard. 12. INSPECTION OF BOOKS AND RECORDS. (a) Following the Closing, Kaiser and/or its representatives and agents, at Kaiser's expense and at reasonable times during business hours, shall have the right to inspect and make copies and extracts of all books of account and all financial, legal and business records (which books of account, financial, legal and business records shall be retained for not less than seven years after the Closing Date) of (i) the Company and the General Partner, as well as access to, and the cooperation of, any employee of the Company or General Partner having knowledge of the information therein contained and the right to discuss the matters recorded in such books and records with the independent certified accountants retained by the Company and/or General Partner, in each instance if such inspection, access and cooperation are for any reasonable purpose, including without limitation (1) preparation for proceedings, claims, actions, suits, investigations or disputes to which Kaiser is a party relating to the conduct of the business prior to the Closing Date by Kaiser, Accuride, the Company and/or the General Partner, (2) any proceedings, claims, actions, suits, investigations or disputes between Kaiser and the Company, the General Partner, Accuride and/or Accuride Sub relating to the conduct of the business prior to the Closing Date by Kaiser, Accuride, the Company and/or the General Partner, (3) performance of accounting or tax reviews or audits of the business conducted by the Company or the General Partner relating to periods prior to the Closing Date or (4) any purpose reasonably related to Kaiser's ownership of its Interest in the Company and/or the General Partner; provided, that such inspection, access or cooperation shall not unreasonably interfere with the normal operations of the Company and Kaiser and/or its representatives shall not be entitled to any such inspection, access or cooperation (i) as to which the attorney-client privilege applies or (ii) the disclosure of which is restricted Applicable Law except in strict compliance with such law. 13. PROPERTY TAXES. Property taxes for 1999 shall be allocated to the short period ending on the Closing Date based on the actual number of calendar days in each period (it being understood that the foregoing shall not alter, amend or otherwise modify the terms of the Restated Lease). 4 14. TAX RETURNS. Kaiser shall be responsible for the timely preparation of all 1998 tax returns required to be filed for the General Partner and the Company consistent with past practice in accordance with the Partnership Agreements and the Kaiser Administrative Services Agreement. Kaiser shall also be responsible for the timely preparation of 1999 tax returns for the period through the Closing Date. With respect to the period from January 1, 1999 through the Closing Date, no elections shall be made or positions taken that are not consistent with past practice. Kaiser shall remain the owner of the Kaiser Interests for income tax purposes through the Closing Date. 15. CONFIDENTIAL INFORMATION. Effective as of the Closing Date Kaiser shall not have any obligations under Section 11.1 of each of the Partnership Agreements. In lieu thereof, effective as of the Closing Date Kaiser obligations with respect to confidential information shall be governed by Section 8.16 of the Purchase Agreement. 16. USE OF NAMES. Neither the Company nor the General Partner will, directly or indirectly, use in any manner whatsoever, or allow any of their respective Affiliates to use in any manner whatsoever, the Kaiser Marks after the Closing Date. Notwithstanding the foregoing, the Company and the General Partner may continue to use the Kaiser Marks during the six month period beginning on the Closing Date in connection with the use of existing inventories or materials and supplies containing any such Kaiser Marks. 17. DISTRIBUTIONS. The General Partner and the Company shall have been deemed to have authorized pursuant to Sections 5.1 of Limited Partnership Agreement and the Limited Liability Company Agreement, respectively, distributions in an amount equal to net cash distributions received by Accuride Sub and Kaiser from the General Partner and the Company at any time through March 31, 1999, in connection with the sweeping of the accounts maintained by the Company and/or General Partner and distribution of such amounts to Accuride Sub and Kaiser in the ordinary course of business of the Company and the General Partner. 18. ENGINEERING STORES. Within thirty (30) days of the Closing Date, the Company shall return to Kaiser all surplus engineering stores in its possession for which it has not reimbursed Kaiser. 19. FUNDING REQUIREMENTS. From and after the date hereof, Accuride and Accuride Sub shall assume the financial obligations of the Company and the General Partner, fund one hundred percent (100%) of the cash infusions required by the Company and the General Partner and receive one hundred percent (100%) of the cash distributions from the Company and the General Partner made in the ordinary course of business and consistent with past practice. 20. KNOWLEDGE. For purposes of this Acknowledgment and Certificate, knowledge with respect to the Company and the General Partner shall mean the actual knowledge of Richard Giromini, Dave Hixson and Al Prus. 5 21. FORMATION AGREEMENTS. Each of the General Partner, the Company and Kaiser agrees that the representations and warranties set forth in Sections 2 through 7 of this Acknowledgment and Certificate shall not amend, limit or otherwise modify in any manner any of the respective parties' rights and obligations under any of the Formation Agreements; provided, however that the foregoing shall not preclude Kaiser from asserting a claim hereunder arising from a breach of any such representation or warranty. IN WITNESS WHEREOF, the Company and General Partner have caused this Acknowledgment and Certificate to be duly executed in their respective corporate names by their respective officers, each of whom is duly and validly authorized and empowered, all on and as of the date first above written. AKW L.P., by its sole general partner, AKW GENERAL PARTNER L.L.C. AKW GENERAL PARTNER L.L.C., By: By: -------------------------- --------------------------- Name: Name: ------------------------ ------------------------- Title: Title: ------------------------ ------------------------- Agreed and Acknowledged: KAISER ALUMINUM & CHEMICAL CORPORATION By: -------------------------- Name: Jack A. Hockema Title: Vice President CERTIFICATION PURSUANT TO INTERNAL REVENUE CODE SECTION 1445 Section 1445 of the Internal Revenue Code of 1986 (the "Code") provides that a transferee of a U.S. real property interest, as defined in Section 897(c) of the Code, must withhold tax if the transferor is a foreign person. To inform the transferee that withholding of tax is not required upon the disposition by Kaiser Aluminum & Chemical Corporation (the "Company") to Accuride Corporation of all of the Company's interests in AKW L.P. and AKW General Partner L.L.C. (collectively, the "Kaiser Interests"), the undersigned hereby certifies the following on behalf of the Company: 1. The Company is not a nonresident alien, foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Code and/or Treasury regulations); 2. The Kaiser Interests do not constitute a "U.S. real property interest" (as defined in Section 897(c) of the Code); 2. The Company's U.S. taxpayer identification number is 94-0928288; and 3. The Company's address is: 5847 San Felipe, Suite 2600 Houston, Texas 77057 The Company understands that this certification may be disclosed to the Internal Revenue Service by the transferee and that any false statement contained herein could be punished by fine, imprisonment, or both. Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct, and complete, and I further declare that I have authority to sign this document on behalf of the Company. KAISER ALUMINUM & CHEMICAL CORPORATION By: --------------------------- Name: Jack A. Hockema Title: Vice President Funds Flow Memorandum This memorandum describes the flow of funds in connection with the sale of the Kaiser Interests to Accuride Corporation, a Delaware corporation ("ACCURIDE"), pursuant to the terms of the Purchase Agreement dated as of April 1, 1999, by and among Accuride Ventures, Inc., a Delaware corporation and wholly-owned subsidiary of Accuride ("ACCURIDE SUB"), Kaiser Aluminum & Chemical Corporation, a Delaware corporation ("KAISER"), and Accuride (the "PURCHASE AGREEMENT"). Capitalized terms used but not otherwise defined in this memorandum have the meanings assigned to them in the Purchase Agreement:
Amount Payable To Amount Payable To Amount Payable To Item or Issue (By) Kaiser (By) Accuride (By) the Company - ------------- ----------------- ----------------- ----------------- Purchase Price $71,000,000.00 ($71,000,000.00) $ 0.00 Phase I Improvements and (143,813.99) 0.00 143,813.99 Environmental Compliance Plan Water Main Break (5,898.71) 0.00 5,898.71 Mellon Leasing (double payment)* (46,709.05) 0.00 46,709.05 Ron Golas (3,024.23) 0.00 3,024.23 Arbon Equip. Corp. (door repair) (4,298.04) 0.00 4,298.04 Clerical Temp. (218.50) 0.00 218.50 Erie Utilities (7/98 through 3/99) (90,000.00) 0.00 90,000.00 Estimated Cash Adjustment (265,000.00) 265,000.00 0.00 Totals: $70,441,037.48 ($70,735,000.00) $293,962.52
*Kaiser is assuming that the Company's position is accurate for purposes hereof without prejudicing its position in the event the Company's position is in error. EX-10.1 3 EXHIBIT 10.1 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; 2 (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. 3 (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 4 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 5 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 2.3 During 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 3.1 Except 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 6 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 3.2 Landlord 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 3.3 Landlord 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 3.4 The 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 3.5 The 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 3.6 Any 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 7 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 3.7 Tenant 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 3.8 Except 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 4.1 Subject 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 8 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 4.2 In 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 4.3 Nothing 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 5.1 At 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 9 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 5.2 The 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 5.3 All 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 5.4 All 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 5.5 Tenant 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 10 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 aditional 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 6.1 The 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 6.2 In 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 6.3 The 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 11 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 7.1 The 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; 12 (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 13 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 7.2 On 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 7.3 The provisions of this Article 7 shall survive the expiration or earlier termination of this Lease. ARTICLE 8 REPAIRS AND MAINTENANCE Section 8.1 The 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 14 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 8.2 The 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 8.3 The 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 8.4 The 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 8.5 Tenant 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 15 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 8.6 Notwithstanding 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 9.1 Except 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 9.2 Notwithstanding 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 10.1 The 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 16 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 11.1 The 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 12.1 If 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 13.1 If 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 17 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 13.2 Unless 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 18 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 14.1 If 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 14.3 If 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 Tenant for the 19 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 15.1 The 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 20 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 15.3 The 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 16.1 Subject 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. 21 ARTICLE 17 SUBORDINATION; FEE MORTGAGES Section 17.1 Provided 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 17.2 On 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 18.1 So 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 19.1 All 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 22 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 20.1 Each 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 21.1 The 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 21.2 Pursuant 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 23 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 21.3 In 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 22.1 The 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. 24 Section 22.3 If 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 22.4 For 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 23.1 If 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 24.1 The 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 24.2 The 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 25 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 24.3 The 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 24.4 Attached 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 24.5 If 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 24.6 In 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 26 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 25.1 Each 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 26.1 Except 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 26.2 Except 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 27 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 26.3 If 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 27.1 The 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 27.2 The 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 27.3 It 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 the event the Landlord commences any summary proceeding for possession of the Demised 28 Premises and the Personal Property, the Tenant will not interpose any counterclaim of whatever nature or description in such proceeding. Section 27.4 Notwithstanding 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 27.5 This 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 27.6 In 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. ARTICLE 28 ARBITRATION 29 Section 28.1 In 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 29.1 COMPLIANCE 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 29.2 COPIES 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 29.3 TENANT'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, promptly take all such necessary steps to initiate and diligently complete all remedial action 30 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 29.4 COPIES 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 29.5 TENANT'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 29.6 ENVIRONMENTAL 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 31 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 30.1 CONTRIBUTION 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 30.2 ENTIRE 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 30.3 SECTION 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 30.4 FURTHER 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. 32 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:___________________________ Name: Jack A. Hockema Title: Vice President TENANT: AKW L.P., by AKW GENERAL PARTNER L.L.C., its General Partner By:_________________________ Name: Title: 33 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 Pro rata based upon total square footage included Conditioning 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 Based on upon location within the Plant Services Telephone, Fax, Paging, 100% Tenant Voice Mail, and Mobiles (including service contracts) Environmental Engineering Invoices to Tenant and Landlord separately based and Consulting Services 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-99.1 4 EXHIBIT 99.1 Contact: Eva Schmitz Phone: (502) 827-6874 Pager: 1-888-987-7350 FOR IMMEDIATE RELEASE ACCURIDE CORPORATION COMPLETES ACQUISITION OF AKW L.P. Henderson, KY -- April 1, 1999 -- Accuride Corporation announced today that it has completed the acquisition of Kaiser Aluminum & Chemical Corporation's 50 percent share of AKW L.P. This acquisition gives Accuride 100 percent control of AKW. Total consideration paid to Kaiser for the 50 percent interest was approximately $70 million. AKW was formed in 1997 as 50-50 joint venture between Kaiser and Accuride to design, manufacture, and sell heavy duty aluminum wheels. "We are very pleased to finalize this transaction. The acquisition of 100 percent of AKW allows us to strategically expand our aluminum wheel manufacturing and supply capabilities and thereby better service our customers' total wheel requirements," said Bill Greubel, Accuride's President and CEO. Kaiser Aluminum & Chemical Corporation, the operating subsidiary of Kaiser Aluminum Corporation (NYSE:KLU), is a leading producer of alumina, primary aluminum, and fabricated aluminum products, and is a major supplier of alumina and primary aluminum in the domestic and international markets. MAXXAM Inc. (ASE:MXM) directly and indirectly holds approximately 63 percent of Kaiser. Accuride Corporation is North America's largest manufacturer and supplier of wheels for heavy/medium trucks and trailers. The Company offers the broadest product line in North American heavy/medium wheels. Accuride Corporation also produces wheels for buses, commercial light trucks and sport utility vehicles, and passenger cars. Accuride Corporation has steel wheel operations in Henderson, Kentucky; Columbia, Tennessee; London, Ontario, Canada; and at its joint venture in Monterrey, Mexico. Accuride Corporation is involved in the production and sales of aluminum wheels through AKW L.P. in Erie, Pennsylvania, and in a commercial tire and wheel assembly joint venture in Springfield, Ohio and Talbotville, Ontario, Canada. This press release contains statements that constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The company cautions that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may vary materially from those expressed or implied in the forward-looking statements as a result of various factors. ### -----END PRIVACY-ENHANCED MESSAGE-----