Exhibit
10.12


 


PLANT
PARCEL LEASE AGREEMENT


 


GREATER
ERIE INDUSTRIAL DEVELOPMENT CORPORATION


LESSOR


 


TO


 


ACCURIDE
ERIE, L.P.


LESSEE


 


 


Dated as of                        ,
2005


 

















 


LEASE


 


Table of Contents


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article I

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article II

  
	
  Lease,
  Effective Date, Lease Term and Rent

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 

  	
  2.1

  	
   

  	
  Lease, Effective Date and Lease Term

  	
  2

  
	
  Section 

  	
  2.2

  	
   

  	
  Rent

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article III

  
	
  Section 

  	
  3.1

  	
   

  	
  Lessee’s Obligations Unconditional

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article IV

  
	
  Maintenance,
  Taxes and Insurance

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 

  	
  4.1

  	
   

  	
  Maintenance and Modification by Lessee

  	
  2

  
	
  Section 

  	
  4.2

  	
   

  	
  Taxes, Governmental and Utility Charges

  	
  3

  
	
  Section 

  	
  4.3

  	
   

  	
  Insurance Required

  	
  3

  
	
  Section 

  	
  4.4

  	
   

  	
  Advances by Lessor

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article V

  
	
  Damage,
  Destruction and Condemnation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 

  	
  5.1

  	
   

  	
  Damage and Destruction

  	
  4

  
	
  Section 

  	
  5.2

  	
   

  	
  Condemnation

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article VI

  
	
  Events of
  Default and Remedies

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 

  	
  6.1

  	
   

  	
  Events of Default Defined

  	
  5

  
	
  Section 

  	
  6.2

  	
   

  	
  Remedies on Default

  	
  6

  
	
  Section 

  	
  6.3

  	
   

  	
  No Remedy Exclusive

  	
  6

  
	
  Section 

  	
  6.4

  	
   

  	
  Attorneys’ Fees and Expenses

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article VII

  
	
  Options in
  Favor of Lessee

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 

  	
  7.1

  	
   

  	
  Option to Convert

  	
  6

  
	
  Section 

  	
  7.2

  	
   

  	
  Option to Purchase

  	
  7

  
	
  Section 

  	
  7.3

  	
   

  	
  Conveyance

  	
  7

  



 

















 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article VIII

  
	
  Special
  Covenants and Conditions

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 

  	
  8.1

  	
   

  	
  No Warranty of Condition or Suitability

  	
  7

  
	
  Section 

  	
  8.2

  	
   

  	
  Sale or Assignment

  	
  7

  
	
  Section 

  	
  8.3

  	
   

  	
  Sublease

  	
  7

  
	
  Section 

  	
  8.4

  	
   

  	
  Quiet Enjoyment

  	
  7

  
	
  Section 

  	
  8.5

  	
   

  	
  Memorandum of Lease

  	
  7

  
	
  Section 

  	
  8.6

  	
   

  	
  Indemnification and Waiver of Claim

  	
  7

  
	
  Section 

  	
  8.7

  	
   

  	
  Environmental Hazards

  	
  8

  
	
  Section 

  	
  8.8

  	
   

  	
  Binding Effect

  	
  8

  
	
  Section 

  	
  8.9

  	
   

  	
  Notices

  	
  8

  
	
  Section 

  	
  8.10

  	
   

  	
  Entire Contract

  	
  9

  



 

















 


LEASE


 


THIS LEASE is made and entered into as of
March 31, 2005, between GREATER ERIE INDUSTRIAL DEVELOPMENT CORPORATION, a
Pennsylvania non-profit corporation, of Erie County, Pennsylvania, Lessor


 


AND


 


ACCURIDE ERIE, L.P., a Delaware limited
partnership, of Erie County, Pennsylvania, Lessee.


 


WITNESSETH:


 


INTENDING TO BE LEGALLY BOUND HEREBY, and in
consideration of the respective representations and agreements hereinafter
contained, the parties hereto agree as follows (provided, that in the
performance of the agreements of Lessor, any obligations it may thereby incur
for the payment of money shall not be a general debt on its part, but shall be
payable solely out of the proceeds derived from this Lease and the insurance
and condemnation awards as herein provided):


 


ARTICLE I


 


DEFINITIONS


 


The following words and phrases shall have
the following meanings in this Lease unless the context shall clearly require
otherwise:


 


“Buildings” means those structures,
buildings, and improvements and all other facilities which are located on the
Real Estate (as hereinafter defined).


 


“Initial Lease Term” means the first 5 years
of the Lease Term.


 


“Lease Term” means the period of duration of
this Lease as set forth in Section 2.1.


 


“Leased Premises” means the Real Estate (as
hereinafter defined) together with the Buildings and the Permanent Access
Easement.


 


“Lessee” means Accuride Erie, L.P.


 


“Lessor” means Greater Erie Industrial
Development Corporation.


 


“Permanent Access Easement” means a perpetual
easement for pedestrian and vehicular ingress to and egress from the Leased
Premises, for utility purposes and other purposes as further described in
Exhibit “A” attached hereto and made a part hereof.


 


“Real Estate” means all that certain piece or
parcel of land located in the City of Erie, County of Erie and State of
Pennsylvania, as more particularly described in Exhibit “B” attached hereto and
made a part hereof, with all easements and other rights related thereto.


 


ARTICLE II


 


LEASE,
EFFECTIVE DATE, LEASE TERM AND RENT


 


Section 2.1             Lease,
Effective Date and Lease Term.  Lessor hereby demises and leases the
Leased


 


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Premises to Lessee, together
with the right to use, in common, with Lessor and Lessor’s other permittees,
the Permanent Access Easement, effective upon the Lessor’s acquisition of the
Leased Premises and subject to the provisions of this Lease continuing for an
initial term of five (5) years and being subject to extension as set forth in
Section 7.1 hereof.


 


Section 2.2             Rent. 
Lessee agrees to pay to Lessor during the Lease Term, the sum of One Dollar
($1.00) per year as rent, net of all costs of maintenance, upkeep, repairs,
replacements, insurance, utilities and taxes, together with the Additional Rent
set forth in Article IV hereinbelow.


 


ARTICLE III


 


LESSEE’S
OBLIGATIONS UNCONDITIONAL


 


Section 3.1             The
obligation of Lessee to pay the rental payments required by Section 2.2 and to
perform and observe all other agreements on its part contained in this Lease,
shall be absolute and unconditional.  During the Lease Term, or any
renewal thereof, Lessee:


 


(a)           Will
not suspend or discontinue any payments provided in Section 2.2 or Article IV
hereof,


 


(b)           Will
perform and observe all its other agreements contained in this Lease, and


 


(c)                                  Will
not terminate the Lease during the Lease Term for any reason or cause,
including, without limitation, failure of Lessor to perform any of its express
or implied agreements herein after delivery of possession, any failure of
consideration, destruction of or damage to the Buildings, commercial
frustration of purpose, failure of consideration or any change in the tax or
other laws of the United States or the Commonwealth of Pennsylvania or any
political subdivisions of either.


 


ARTICLE IV


 


MAINTENANCE,
TAXES AND INSURANCE


 


Section 4.1             Maintenance
and Modifications of Leased Premises by Lessee.  Lessee agrees that during
the Lease Term it will at its own expense keep the Leased Premises in the
condition required by applicable law. Otherwise, Lessee shall maintain the
Premises in a condition satisfactory to it.  Lessee may, also at its own
expense, make from time to time any additions, modifications or improvements to
the Buildings that it may deem desirable for its business purposes; provided
that all such additions, modifications and improvements to the building shall
be located wholly within the boundary lines of the Leased Premises.  All
such additions, modifications, and improvements so made by Lessee shall become
a part of the Leased Premises; provided, Tenant may remove and/or replace all
or any portion of the Buildings as it may from time to time choose in its sole
discretion. Any real or personal property, machinery, equipment, furniture or
fixtures installed by Lessee as part of the Leased Premises without expense to
Lessor may be removed by Lessee at any time and from time to time.  Lessee
will not permit any mechanics’ or other liens to be established or remain
against the Leased Premises for labor or materials furnished in connection with
any additions, modifications, improvements, repairs, renewals or replacements
so made by it; provided, that, Lessee may in good faith contest any mechanics’
or other liens filed or established against the Leased Premises, and in such
event may permit the items so contested to remain undischarged or unsatisfied
during the period of such contest and any appeal therefrom. Lessor will
cooperate fully with Lessee in any such contest.


 


Section 4.2             Taxes,
Governmental and Utility Charges.


 


(a)                                  Lessee
will pay to Lessor as Additional Rent pursuant to Section 2.2 of this Lease, an
amount equal to the ad valorem taxes levied by any political or taxing
subdivision of Pennsylvania upon


 


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the Leased
Premises.  This Additional Rent shall be paid not later than the due date
of the taxes, and may be paid earlier subject to discount.


 


(b)                                 Lessee
will pay as Additional Rent when they become due, any taxes or governmental
charges or assessments of any nature lawfully levied against the Leased
Premises or any activity conducted thereon. Any and all such taxes and
assessments may be paid directly to the political or taxing subdivision levying
the tax or assessment, and a receipt therefor delivered to Lessor shall
discharge Lessee’s obligation in connection therewith.  Lessee will
further pay any and all utility charges when they become due.


 


(c)                                  Lessee
may, at its expense and in its own name or in the name of Lessor, contest in
good faith any such taxes, assessments or other charges, and may permit them to
remain unpaid during such contest.  In any such contest, Lessor will
cooperate fully with Lessee.


 


Section 4.3                                      Insurance
Required.


 


(a)                                  Throughout
the Lease Term, the Lessee shall keep the Leased Premises continuously insured
against such risks as Lessee has insured against during its prior occupancy of
the Leased Premises, paying as the same become due all premiums in respect
thereto, including but not necessarily limited to:


 


(1)                                  Insurance
upon the repair or replacement basis if available, and otherwise to the full
insurable value of the insured property as determined by a recognized insurer
selected by Lessee, against the loss or damage by fire and lightning, with
uniform standard extended coverage endorsement limited only as may be provided
in the standard form of extended coverage endorsement at the time in use in
Pennsylvania.  This policy shall name Lessor as additional insured, and


 


(2)                                  Comprehensive
general liability insurance in an amount of not less than one million dollars,
naming Lessor as an additional insured.


 


(b)                                 All
insurance required by Section 4.3(a) hereof shall be taken out and maintained
in generally recognized responsible insurance companies selected by the Lessee,
and may be written with deductible amounts satisfactory to Lessee.


 


All such policies or a certificate or
certificates of the insurers that such insurance is in force and effect, shall
be deposited with Lessor prior to expiration of any such policy, the Lessee
shall furnish Lessor with evidence satisfactory to it, that the policy has been
renewed or replaced or is no longer required by this Lease.


 


(c)                                  The
Net Proceeds of the insurance carried pursuant to Section 4.3(a) shall be
applied as follows:  (1) the Net Proceeds
of the insurance required in Section 4.3(a)(1) shall be applied as provided in
Section 5.1 hereof, and (2) the Net Proceeds of the insurance required in Section
4.3(a)(2) shall be applied for or toward the satisfaction of the liability
involved.


 


Section 4.4             Advances
by Lessor.  In the event Lessee shall fail to pay any of the items
required by any portion of this Article IV to be paid by Lessee, or shall fail
to maintain and pay premiums for the full insurance required, or shall fail to
keep the Leased Premises in the condition required by applicable law, Lessor
may (but shall not be under any obligation to) take out the required policies
and pay the premiums thereon, or make the repairs, renewals and replacements
required to put the Leased Premises in compliance with applicable law; and all
amounts advanced therefor by Lessor shall become an additional obligation of
Lessee to the Lessor.


 


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ARTICLE V


 


DAMAGE,
DESTRUCTION AND CONDEMNATION


 


Section 5.1             Damage
and Destruction.


 


(a)                                  If
during the Lease Term, and unless Lessee shall have elected to exercise its
option to purchase under Section 7.2 hereof, the Leased Premises is destroyed
or damaged by casualty, then all proceeds of insurance shall be paid to and
held by an escrow agent mutually acceptable to Lessor and Lessee, whereupon
Lessee will promptly proceed to either (1) repair or rebuild the property to substantially
the same condition as prior to the casualty, or (2) demolish all Buildings
affected by the casualty which Lessee elects not to repair or rebuild. The
escrow agent shall apply as much as necessary of the insurance proceeds to the
payment of the cost of such repair or demolition. Any balance of the insurance
proceeds remaining after such repair or demolition shall be paid to Lessee.


 


Section 5.2             Condemnation. 
Unless Lessee shall exercise its option to purchase pursuant to Section 7.2
hereof, if title to or any interest in the Leased Premises or any part thereof
shall be taken under exercise of the power of eminent domain, Lessee shall not
be relieved of its obligation to make the rental payments specified in Section
2.2 hereof.  Lessor will cause the Net Proceeds received by it, from any
award in such eminent domain proceedings, to be paid to Lessee.


 


Lessor shall cooperate fully with Lessee in
any condemnation proceeding, and will not settle or consent to the settlement
of any prospective or pending condemnation proceedings without the written
consent of Lessee.


 


ARTICLE VI


 


EVENTS OF
DEFAULT AND REMEDIES


 


Section 6.1             Events
of Default Defined.  The following shall be “events of default” under
this agreement and the terms “event of default” or “default” shall mean,
whenever they are used in this Lease, any one or more of the following events:


 


(a)                                  Failure
by Lessee to pay the rents required to be paid under Section 2.2 hereof upon
the dates specified in said Section which failure to pay is not cured within
ten (10) business days of Lessee’s receipt of Lessor’s written notice of such
failure.


 


(b)                                 Failure
by the Lessee to observe and perform any covenant, condition or agreement on
its part to be observed or performed, other than as referred to in subsection
(a) of this Section, for a period of thirty days after written notice,
specifying such failure and requesting that it be remedied, given to Lessee by
Lessor, unless Lessor shall agree in writing to an extension of such time prior
to its expiration.


 


(c)                                  The
dissolution or liquidation of Lessee or the filing by Lessee of a voluntary
petition in bankruptcy, or failure by Lessee promptly to lift any execution,
garnishment or attachment of such consequence as will impair its ability to
carry on its operations at the Leased Premises, or the commission by the Lessee
of any act of bankruptcy, or adjudication of Lessee as a bankrupt, or
assignment by Lessee for the benefit of its creditors, or the entry by Lessee
into an agreement of composition with its creditors, or the approval by a court
of competent jurisdiction of a petition applicable to Lessee in any proceeding
for its reorganization instituted under the provisions of the


 


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general bankruptcy act, as amended, or under
any similar act which may hereafter be enacted.


 


(d)                                 The
Lessee’s breach of any of the following agreements: Kaiser Property
Environmental Matters Agreement dated March 31, 2005 (“Environmental Matters
Agreement”), the Agreement Regarding Erie Property dated March 31, 2005 (“Erie
Property Agreement”), and the Erie Property Insurance Agreement dated March 31,
2005 (“Insurance Agreement”); which breach(es) is not cured within sixty (60)
business days of Lessee’s receipt of Lessor’s written notice of such failure.


 


The foregoing provisions of this Section are
subject to the following limitations:  If
by reason of force majeure Lessee is unable in whole or in part to carry out
its agreements on its part herein contained, other than the obligations on the
part of the Lessee contained in Article II and Section 4.2 and 4.3 hereof, the
Lessee shall not be deemed in default during the continuance of such
inability.  The term “force majeure” as used herein shall mean, without
limitation, the following:  acts of God;
strikes, lockouts or other industrial disturbances; acts of public enemies;
orders of any kind of the government of the United States of Pennsylvania or
any of their departments, agencies, or officials, or any civil or military
authority; insurrections; riots; epidemics; landslides; lightning; earthquake;
fire; hurricanes; storms; floods; washouts; droughts; arrests; restraint of
government and people; civil disturbances; explosions; breakage or accident to
machinery, transmission pipes or canals; partial or entire failure of
utilities; or any other cause or event not reasonably within the control of
Lessee.  Lessee agrees, however, to remedy with all reasonable dispatch
the cause or causes preventing Lessee from carrying out its agreements; provided,
that the settlement of strikes, lockouts and other industrial disturbances
shall be entirely within the discretion of Lessee, and Lessee shall not be
required to make settlement of strikes, lockouts and other industrial
disturbances by acceding to the demands of the opposing party or parties when
such course is in the judgment of Lessee unfavorable to Lessee.


 


Section 6.2             Remedies
on Default.  Whenever any event of default referred to in Section 6.1
hereof shall have happened and be subsisting, Lessor may take any one or more
of the following remedial steps:


 


(a)                                  Lessor
may, at its option, convey the Leased Premises to the Lessee (unless an
alternative person or entity has been designated by Lessee to receive the
Leased Premises) by deed of Special Warranty whereupon Lessee shall pay to
Lessor any realty transfer taxes due, and all further obligations of either
party hereunder shall cease, other than the obligation of Lessee to make all
outstanding payments or reimbursements due under Article IV hereof.


 


(b)                                 Lessor
may take whatever action at law or in equity appears necessary or desirable to
collect the rent and additional rent then due and thereafter to become due, or
to enforce performance and observance of any obligation, agreement or covenant
of Lessee under this agreement.


 


Section 6.3             No
Remedy Exclusive.  No remedy herein conferred upon or reserved to
Lessor is intended to be exclusive of any other available remedy or remedies,
but each and every such remedy shall be cumulative and shall be in addition to
every other remedy given under this Agreement or now or hereafter existing at
law or in equity or by statute.  No delay or omission to exercise any
right or power accruing upon any default shall impair any such right or power
or shall be construed to be a waiver thereof, but any such right and power may
be exercised from time to time and as often as may be deemed expedient. 
In order to entitle Lessor to exercise any remedy reserved to it in this
Article, it shall not be necessary to give any notice, other than such notice
as may be herein expressly required.


 


Section 6.4             Attorneys’
Fees and Expenses.  In the event Lessee should default under any of
the provisions of this Lease and Lessor should employ attorneys or incur other
expenses for the collection of rent or the enforcement of performance or
observance of any obligation or agreement on the part of Lessee herein
contained, Lessee agrees that it will on demand therefor pay to Lessor the
reasonable fees of such attorneys and such other


 


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expenses so incurred by Lessor.


 


ARTICLE VII


 


OPTIONS IN
FAVOR OF LESSEE


 


Section 7.1             Option
to Convert. At any time during the Initial Lease Term, Lessee, or its
designee, shall have the option to take title to the Buildings and convert this
Lease to a ground lease (on the same terms and conditions) and extend the Lease
Term for an additional fifty (50) years. Lessee shall exercise such option by
written notice to Lessor. Failure of Lessee to exercise this option prior to
the expiration of the Initial Lease Term shall be deemed to constitute an
automatic exercise of this option as of the last day of the Initial Lease Term.
At the expiration of the fifty (50) year term of the ground lease, Lessor shall
have the option to either (1) retain title to the Real Estate, and if such
option is chosen, Lessee shall convey title to all Buildings and other
Improvements on the Real Estate to Lessor for no additional consideration; or
(2) only if Lessor is in compliance with the Agreement Regarding Erie Property,
the Kaiser Property Environmental Matters Agreement and the Erie Property
Insurance Agreement, convey title to the Real Estate and also for title to the
area encompassed by the Permanent Access Easement to Lessee for no additional
consideration.


 


Section 7.2             Option
to Purchase. At any time during the Initial Lease Term, or any extension or
renewal thereof, or during the period of any ground lease as set forth in
Section 7.1 above Lessee or its designee shall have the option to purchase the
Leased Premises, including all Real Estate and fee title to the area
encompassed by the Permanent Easement and all Buildings and Improvements
associated with the Leased Premises, including the area encompassed by the
Permanent Access Easement, for no additional consideration except closing costs
and transfer taxes, if any, said option to be exercised by written notice to
Lessor.


 


Section 7.3             Conveyance.
Upon valid exercise of the options set forth in Sections 7.1 or 7.2, Lessor
shall convey title to the Buildings and/or Real Estate to Lessee by Special
Warranty Deed, and/or Bill of Sale and/or such other instruments as are
satisfactory to and reasonably requested by Lessee, subject only to such
permitted encumbrances and liens as may have been created by Lessee.


 


ARTICLE VIII


 


SPECIAL
COVENANTS AND CONDITIONS


 


Section 8.1             No
Warranty of Condition or Suitability.  Lessor makes no warranty,
either express or implied, as to the condition of the Leased Premises or that
it will be suitable for Lessee’s purpose or needs.  Lessee releases Lessor
from, agrees that Lessor shall not be liable for and agrees to hold Lessor
harmless against, any loss or damage to property or any injury to or death of
any person, in each case occurring during the Lease Term (as it may be extended
pursuant to Section 7.1), that may be occasioned by any cause whatsoever
pertaining to the Leased Premises or the use thereof. This indemnification and
hold harmless, which shall survive the transfer of the deed under Section 7.2 or
otherwise, shall not extend to environmental conditions or contamination of the
Premises, except with respect to asbestos located within the Buildings.


 


Section 8.2.            Sale
or Assignment.  This Lease shall not be subject to sale or assignment
by Lessee except with the advance written consent of Lessor, which consent
shall not be unreasonably withheld. Any unauthorized sale or assignment shall
be void.  Consent of Lessor to any sale or assignment shall not relieve
Lessee of its liabilities hereunder.


 


Section 8.3.            Sublease. 
The Lessee may sublease the Leased Premises, in whole or in part, without the
consent of Lessor, however no such Sublease shall relieve Lessee of its
liabilities hereunder.


 


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Section 8.4.            Quiet
Enjoyment.  Provided Lessee complies with all of the terms of this
Lease, Lessor covenants that Lessee shall have continuous, peaceable,
uninterrupted, and exclusive possession and quiet enjoyment of the Leased
Premises during the term of this Lease.


 


Section 8.5.            Memorandum
of Lease.  A Memorandum of this Lease Agreement may be recorded in the
Office of the Recorder of Deeds in and for Erie County, Pennsylvania.


 


Section 8.6.            Indemnification
and Waiver of Claim.  Subject to the terms and conditions set forth in
the Agreements referred to in Section 8.10 hereof, Lessee agrees as follows:


 


(a)  Lessee will defend and, except to
the extent caused by the negligence or willful acts or omissions of Lessor or
any of its agents, servants, contractors and employees, will indemnify Lessor
and save it harmless from and against any and all claims, actions, damages,
liability, and expense (including, but not limited to, attorney’s fees and
disbursements) in connection with the loss of life, personal injury, or damage
to property or business (any of the foregoing, a “Loss”) arising from, related
to, or in connection with the occupancy or use by Lessee of the Leased Premises
or any part of Lessor’s property or occasioned wholly or in part by act or
omission of Lessee, its contractors, subcontractors, subtenants, agents,
servants, or employees, provided that such Loss occurs during the Lease Term
(as it may be extended pursuant to Section 7.1 hereof).  Lessee shall pay
all costs, expenses and reasonable attorney’s fees that may be expended or
incurred by Lessor in successfully enforcing the covenants and agreements of
this Lease.


 


(b)  Unless caused by the negligent or
willful acts or omissions of the Lessor or any of its agents, servants,
contractors and employees, neither Lessor, its agents, servants, employees or
contractors shall be liable for, and Lessee, in consideration of Lessor’s
execution of this Lease, hereby releases all claims for loss of life, personal
injury or damage to property or business sustained by Lessee or any person
claiming through Lessee resulting from any fire, accident, occurrence or
condition in or upon the Leased Premises or any part thereof, including, but
not limited to, such claims for loss of life, personal injury or damage to
property.


 


Section 8.7.            Environmental
Hazards. Subject to the terms and conditions as set forth in the Agreements
referred to in Section 8.10 hereof, Lessee agrees as follows:


 


(a)           Lessee agrees to
indemnify and hold harmless Lessor from any and all claims, charges, damages,
fines, judgments, penalties, costs (including any and all investigation,
clean-up, removal or restoration costs mandated by federal, state or local
agencies or political subdivisions), liabilities or losses (including, without
limitation, any and all sums paid for settlement of claims, attorneys fees,
consultant and expert fees) arising during or after the Lease term and arising
out of, based upon or in connection with or by reason of Lessee’s operation or
use of the Leased Premises, or the negligence, willful misconduct or other acts
or omissions of Lessee, or any contamination or hazardous substances existing
on the Leased Premises after the date of this Lease caused by the activities of
Lessee, and/or its agents, employees, contractors, or invitees during the term
of the Lease, unless the hazardous substances are present as a result of the
negligence, willful misconduct, or other acts or omissions of Lessor, its
agents, employees, or contractors.


 


(b)           As used herein, “Hazardous
Substances” means any substance which is toxic, ignitable, reactive, or
corrosive and which is regulated by any local government, the State of
Pennsylvania, or the United States government. “Hazardous Substances” also
includes any and all material or substances which are defined as “residual
waste,” “hazardous waste,” or a “hazardous substance” pursuant to state,
federal or local government law. “Hazardous substance” also includes but is not
restricted to, asbestos, polychlorinated biphenyls (PCBs), and petroleum
products.


 


(c)           The indemnities
contained herein shall survive the termination or expiration of this Lease.


 


Section 8.8.            Binding
Effect. This Lease shall extend to and be binding upon the parties hereto,
their heirs, successors and assigns.


 


7

















 


Section 8.9.            Notices.
Any notice from one party to the other hereunder shall be in writing and shall
be deemed to have been fully given if delivered personally or mailed enclosed
in a certified post paid envelope addressed to the respective addresses stated
below:


 


	
  To the Lessor at:

  	
  5240 Knowledge Parkway

  
	
   

  	
  Erie, PA 16510

  
	
   

  	
  Attn: President

  
	
   

  	
   

  
	
  To the Lessee at:

  	
  7140 Office Circle

  
	
   

  	
  Evansville, IN 47725

  
	
   

  	
  Attn: General Counsel

  



 


Section 8.10.          Entire
Contract. This Lease Agreement constitutes the entire contract between the
parties hereto with respect to the leasing of the Leased Premises by Lessee
from Lessor and there are no other understandings, promises, representations or
warranties, oral or written, relating to the subject matter of this Lease
Agreement, which shall be deemed to exist or to bind any of the parties hereto,
their respective heirs, executors, administrators, successors or assigns,
except as set forth herein. Nonetheless, the parties hereto agree that this
Lease is being entered into in conjunction with the Environmental Matters
Agreement, Erie Property Agreement and the Insurance Agreement, and that
certain of the terms and conditions of those agreements will affect the Leased
Premises and the parties’ respective rights with respect thereto.  No
amendment, change or addition to this Lease Agreement shall be binding upon
Lessor or Lessee unless reduced to writing and signed by both parties.


 


IN WITNESS WHEREOF, Lessor and Lessee have caused this Agreement to be
executed as of the day and year first above written.


 


 


	
  ATTEST:

  	
  GREATER ERIE INDUSTRIAL DEVELOPMENT

  
	
   

  	
  CORPORATION, Lessor

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ATTEST:

  	
  ACCURIDE ERIE, L.P., Lessee

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
								



 


8

















 


EXHIBIT A


 

















 


EXHIBIT B


 


LEGAL
DESCRIPTION - PARCEL “A” - “PLANT PARCEL”


 


Beginning at an iron pin found at the intersection of the south line of
East 12th Street (variable width right-of-way) and the east line East
Avenue (80’ right-of-way);


 


THENCE North 64 degrees 01 minutes 35 seconds East, along the south
line of East 12th Street, a distance of 1489.74’ to a point;


 


THENCE South 26 degrees 42 minutes 30 seconds East, a distance of
476.25’ to a point;


 


THENCE South 63 degrees 33 minutes 33 seconds West, a distance of
330.73’ to a point;


 


THENCE South 26 degrees 26 minutes 27 seconds East, a distance of 44.49’
to a point;


 


THENCE, South 63 degrees 33 minutes 33 seconds West, a distance of
140.47’ to a point;


 


THENCE South 26 degrees 26 minutes 27 seconds East, a distance of 30.13’
to a point;


 


THENCE South 63 degrees 33 minutes 33 seconds West, a distance of
351.60’ to a point in the east line of land conveyed to Limco, Inc., by deed
recorded in Erie County Record Book 540, Page 1258;


 


THENCE North 26 degrees 23 minutes 30 seconds West, along the east line
of Limco, Inc., a distance of 59.51’ to an iron survey point, found;


 


THENCE South 63 degrees 38 minutes 00 seconds West, continuing along
said land of Limco, Inc., a distance of 670.19’ to a monument found in the east
line of the aforementioned East Avenue;


 


THENCE North 26 degrees 19 minutes 00 seconds West, continuing along
said land of Limco, Inc., a distance of 670.19’ to a monument found in the east
line of the aforementioned East Avenue;


 


THENCE North 26 degrees 19 minutes 21 seconds West, along the east line
of East Avenue, a distance of 502.63’ to the point of beginning.


 


Containing a total of 17.484 acres of land.


 

















 


EXHIBIT
B


 


LEGAL
DESCRIPTION - “OPTION PARCEL”


 


Beginning at a monument found in the north line of the Conrail
Right-of-Way at the southeast corner of land conveyed to Limco, Inc., by deed
recorded in Erie County Record Book 540, Page 1258;


 


THENCE North 26 degrees 23 minutes 30 seconds West, along the east line
of Limco, Inc., a distance of 243.51’ to a point;


 


THENCE North 63 degrees 33 minutes 33 seconds East, a distance of
351.60’ to a point;


 


THENCE North 26 degrees 26 minutes 27 seconds West, a distance of 30.13’
to a point;


 


THENCE North 63 degrees 33 minutes 33 seconds East, a distance of
140.47’ to a point;


 


THENCE North 26 degrees 26 minutes 27 seconds West, a distance of 44.49’
to a point;


 


THENCE North 63 degrees 33 minutes 33 seconds East, a distance of
330.73’ to a point;


 


THENCE South 26 degrees 42 minutes 30 seconds East, a distance of
310.52’ to a point in the north line of the Conrail Right-of-Way;


 


THENCE South 63 degrees 33 minutes 33 seconds West, along the north
line of the Conrail Right-of-Way, a distance of 694.47’ to a point;


 


THENCE South 26 degrees 26 minutes 27 seconds East, continuing along
the Conrail Right-of-Way, a distance of 7.61’ to a point;


 


THENCE South 63 degrees 33 minutes 33 seconds West, continuing along
the north line of the Conrail Right-of-Way, 130.00’ to the point of beginning.


 


Containing a total of 5.148 acres of land, and being a part of the “Parcel
B” area, as shown.


 

















 


EXHIBIT B