Exhibit 10.3


 


EXECUTION COPY


 


CONSULTING AGREEMENT


 


This CONSULTING AGREEMENT (this “Agreement”),
dated as of February 4, 2009 (the “Effective Date”), is entered
into by and between Accuride Corporation, a Delaware corporation (the “Company”)
and Sun Capital Partners Management V, LLC, a Delaware limited liability
company (the “Consultant”).  The
Company and Consultant are referred to herein as the “Parties”.


 


W  I
T  N  E  S  S  E  T  H:


 


WHEREAS, the Company desires to receive consulting
services from the Consultant and to obtain the benefit of the experience of the
Consultant in business and financial management;


 


WHEREAS, the Consultant desires to provide consulting
services to the Company pursuant to the terms of this Agreement; and


 


WHEREAS, the compensation arrangements set forth in
this Agreement are designed to compensate the Consultant for providing such
financial and management consulting services to the Company.


 


NOW, THEREFORE, in consideration of the mutual
agreements hereinafter set forth, the Company and the Consultant hereby agree
as follows:


 


1.                                       Agreement;
Term.


 


(a)                                  The
Company and its direct and indirect subsidiaries (the “Subsidiaries”)
have requested that the Consultant perform certain consulting services for the
Company and/or the Subsidiaries, including those described in Schedule 1(a) attached
hereto (any services that the Consultant shall provide from time to time,
whether or not on Schedule 1(a), the “Services”).  To the extent the Consultant performs the
Services, unless otherwise specified in writing, the terms and conditions by
which the Consultant will provide the Services are specified herein.  The Parties agree and acknowledge that the
Consultant shall have no obligation to perform any services except as agreed to
by the Consultant from time to time.


 


(b)                                 It
is expressly understood and agreed that the Consultant shall devote only so
much time, and shall consult with and advise the officers and directors of the
Company and/or any Subsidiary only to such extent and at such times and places as
may be mutually agreed by the Company and/or such Subsidiary and the
Consultant.  The Consultant shall be free
to provide services similar to the Services to such other business enterprises
or activities as the Consultant may deem fit without any limitation or
restriction whatsoever.


 


(c)                                  The term of this Agreement shall commence as
of the Effective Date and shall terminate on the fifth (5th) anniversary of the Effective Date, and
shall be extended automatically thereafter on a year-to-year basis; provided,
that either of the Parties may (in such Party’s sole discretion) elect in
writing to terminate this Agreement at anytime. 
Notwithstanding any other provisions hereof, (A) the Company’s obligation
to pay amounts due with respect to periods prior to the termination hereof and (B) the
provisions of Sections 3 through 21 hereof, in each case
shall survive any termination of this Agreement.


 


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2.                                       Compensation
and Expenses.


 


(a)                                  Except
as contemplated hereby or as approved by a majority of the Company’s
Unaffiliated Directors (as defined below), the Company shall have no obligation
to pay the Consultant and/or any of its affiliates (each, a “Consultant
Affiliate”) any fees for the services rendered hereunder and all matters
related thereto (the “Consulting Fees”). 
As used herein, the term “Unaffiliated Directors” shall mean the
Company’s directors who are not employees of the Consultant and/or any
Consultant Affiliate, and who are not directly elected by the Consultant or any
Consultant Affiliate.  For the avoidance
of doubt, the Independent Director (as defined in the Last Out Debt Agreement
dated as of February 4, 2009 by and between the Company and Sun Accuride
Debt Investments, LLC) is an Unaffiliated Director.


 


(b)                                 The
Company shall reimburse the Consultant and/or any Consultant Affiliate from
time to time at the request of the Consultant and/or any Consultant Affiliate
for the cost of all reasonable and documented out-of-pocket fees and expenses
incurred by the Consultant and/or any Consultant Affiliate in the performance
of the Services rendered hereunder and all matters related thereto (the “Consultant
Expenses”).  Such out-of-pocket costs
shall include, without limitation, the costs of any service providers,
attorneys, accountants, investment bankers, management, restructuring, real
estate or other consultants, or other similar agents, advisors, or
representatives engaged by the Consultant or Consultant Affiliate for the
Company’s or any Subsidiary’s benefit. 
For the avoidance of doubt, reimbursement of such Consultant Expenses
shall not be conditioned on the approval of the Unaffiliated Directors, and
shall be in addition to any Consulting Fees payable hereunder.


 


(c)                                  The
aforementioned Consulting Fees and Consultant Expenses (together, the “Fees”)
will be payable promptly, but in no event more than thirty (30) calendar days
following the date which Consultant or any Consultant Affiliate submits to the
Company an invoice for such Fees (which may be more than once per month).


 


(d)                                 All
services provided by a Consultant Affiliate to the Company shall be covered by
the terms hereof and the Consultant and each Consultant Affiliate shall be
considered a Consultant Indemnitee (as defined in Section 5 below)
with respect to such services provided. 
The Company agrees that each Consultant Affiliate shall also be a third
party beneficiary hereunder.  For
avoidance of doubt, when used herein, the term affiliate includes, without
limitation, Sun Capital Advisors, Inc. and any similar entities (it being
understood and agreed that the failure to list any entity as an affiliate shall
in no way suggest any entity is not an affiliate).


 


3.                                       Relationship
of the Parties.  The Consultant is
providing services hereunder as an independent contractor.  Nothing in this Agreement shall be deemed to
constitute the Parties hereto as joint venturers, alter egos, partners or
participants in an unincorporated business or other separate entity, nor in any
manner create any employer-employee or principal-agent relationship between the
Company and/or any of the Subsidiaries on the one hand, and the Consultant or
any of the Consultant’s members, managers, agents, sub-contractors, officers or
employees on the other hand (notwithstanding the fact that the Company and the
Consultant may have in common any officers, directors, stockholders, members,
managers, employees, or other personnel).


 


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4.                                       Directors
and Officers.  Nothing in this
Agreement shall be construed to relieve the  directors
or officers of the Company or any of the Subsidiaries from the performance of
their respective duties or limit the exercise of their powers in accordance
with the Company’s or such Subsidiary’s, as applicable, charter, bylaws,
operating agreement, other constituent documents, applicable law, or
otherwise.  The activities of the Company
and each of the Subsidiaries shall at all times be subject to the control and
direction of their respective directors, managers and officers.  The Company and the Subsidiaries reserve the
right to make all decisions with regard to any matter upon which the Consultant
or any Consultant Affiliate has rendered its advice and consultation.  The Parties expressly acknowledge and agree
that the Consultant is being engaged by the Company to provide consulting
services to the Company and the Subsidiaries, for which the Consultant will be
compensated pursuant to the terms of this Agreement.  The Consultant shall not, and shall have no
authority to, control the Company or any of the Subsidiaries or the Company’s
or any of the Subsidiaries’ day-to-day operations, whether through the
performance of the Consultant’s duties hereunder or otherwise.  Moreover, although the Company and/or any of
the Subsidiaries may grant to the Consultant authority to sign, review or
approve the Company’s and/or such Subsidiary’s checks, payments, expenditures,
transfers and/or conveyances, any such grant of authority shall be made by the
Company or such Subsidiary, as applicable, and accepted by the Consultant with
the express understanding and limitation that the Consultant shall possess and
exercise such authority solely in its capacity as a provider of consulting
services pursuant to the terms of this Agreement and in no other capacity, and
that no inference shall be drawn therefrom as to any ability of the Consultant
to control the Company or such Subsidiary or the Company’s or such Subsidiary’s
day-to-day operations or as to any liability or responsibility therefor.  The Company’s and each of the Subsidiaries’
directors, managers, officers and employees shall retain all responsibility for
the Company or such Subsidiary, as applicable, and its operations as and to the
extent required by the Company’s or such Subsidiary’s charter, bylaws,
operating agreement, other constituent documents, and applicable law.


 


5.                                       Limitation
of Liability.  Neither the Consultant
nor any of its affiliates, nor any of their respective members, managers,
partners, directors, officers, employees, agents retained in connection with
the services contemplated by this Agreement and/or controlling persons, nor any successor by operation of law
(including by merger) of any such person, nor any entity that acquires all or
substantially all of the assets of any such person in a single transaction or
series of related transactions (all of the foregoing, collectively, the “Consultant
Indemnitees”) shall be liable to the Company or any of the Subsidiaries or
affiliates or any of the security holders or creditors of the Company or any of
its affiliates for (a) any damage, loss, liability, deficiency, diminution
in value, action, suit, claim, proceeding, investigation, audit, demand,
assessment, fine, judgment, cost or other expense (including, without
limitation, legal fees and expenses) (collectively “Liabilities”)
directly or indirectly (whether direct or indirect, in contract or tort or
otherwise) arising out of, related to, caused by, based upon or in connection
with the performance of services contemplated by this Agreement unless such
Liability shall be judicially determined in a final non-appealable order to
result directly and primarily from the willful misconduct of such person or (b) any
Outside Activities (as defined in Section 19 below).  The Consultant makes no representations or warranties, express or implied, in respect
of the services provided by any Consultant Indemnitee.  In no event will any Consultant
Indemnitee be liable to the Company or any of the Subsidiaries or affiliates or
any of the security holders or creditors of the Company or any of its
affiliates (i) for any special, indirect, punitive, incidental or 


 


3

















 


consequential damages,
including, without limitation, loss of profits or savings or lost business,
whether or not such damages are foreseeable or such Consultant Indemnitee has
been advised of the possibility of such damages or (ii) in respect of any Liabilities
relating to any third party claims (whether based in contract, tort or otherwise),
except as set forth in Section 6 below.  Under no circumstances will the aggregate of
any and all Liabilities of the Consultant Indemnitees exceed the aggregate of
the Fees actually paid to the Consultant hereunder.


 


6.                                       Indemnification.  The Company and the Subsidiaries shall
jointly and severally  reimburse, defend,
indemnify and hold the Consultant Indemnitees, and each of them, harmless from
and against any Liabilities arising out of, related to, caused by, based upon
or in connection with (a) any act or omission of, or on behalf of, the
Company, any of the Subsidiaries, the Consultant or any of the Consultant
Indemnitees, except to the extent judicially determined in a final
non-appealable order to result directly and primarily from the willful misconduct
of the person seeking indemnification, or (b) any act or omission made at
the direction of the Company or any of the Subsidiaries (collectively, the
items in (a) and (b) above, “Claims”).  The Company and the Subsidiaries shall
jointly and severally defend at their own cost and expense any and all suits or
actions (just or unjust) which may be brought against the Company, any of the
Subsidiaries or any of their affiliates, or any Consultant Indemnitee or in
which any Consultant Indemnitee may be impleaded with others upon any Claims,
or upon any matter, directly or indirectly arising out of, related to, caused
by, based upon or in connection with this Agreement or the performance (or
failure of performance) hereof by any Consultant Indemnitee, except to the
extent judicially determined in a final non-appealable order to result directly
and primarily from the willful misconduct of the person seeking
indemnification.


 


7.                                       Subsidiary
Guarantors.  At the Consultant’s
request, the Company shall cause any domestic Subsidiary who is not then a
party to the Subsidiary guaranty attached hereto promptly to execute a joinder
to such Subsidiary guaranty.


 


8.                                       Amendment.  No amendment of any provision of this
Agreement will be effective unless made in writing and signed by the Consultant
and the Company.


 


9.                                       Waiver.  No waiver will be effective unless it is in a
writing signed by a duly authorized officer of the waiving Party that makes
express reference to the provision or provisions subject to such waiver.


 


10.                                 Counterparts
and Facsimile.  For the convenience
of the Parties hereto, this Agreement may be executed in any number of separate
counterparts, each such counterpart being deemed to be an original instrument,
and all such counterparts will together constitute the same agreement.  Executed signature pages to this
Agreement may be delivered by electronic facsimile (including via electronic
mail) and such facsimiles will be deemed as sufficient as if actual signature pages had
been delivered.


 


11.                                 Governing
Law.  This Agreement shall be
governed by, and construed and enforced in accordance with, the laws of the
State of Delaware, without giving effect to principles of conflicts of law or
choice of law that would compel the application of the substantive laws of any
other jurisdiction.


 


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12.                                 WAIVER
OF JURY TRIAL.  EACH PARTY HERETO
HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LITIGATION, ACTION,
PROCEEDING, CROSS-CLAIM, OR COUNTERCLAIM IN ANY COURT (WHETHER BASED ON
CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF, RELATING TO OR IN CONNECTION WITH
(I) THIS AGREEMENT OR THE VALIDITY, PERFORMANCE, INTERPRETATION,
COLLECTION OR ENFORCEMENT HEREOF OR (II) THE ACTIONS OF THE PARTIES IN THE
NEGOTIATION, AUTHORIZATION, EXECUTION, DELIVERY, ADMINISTRATION, PERFORMANCE OR
ENFORCEMENT HEREOF.


 


13.                                 Notices.  All notices, demands and other communications
to be given or delivered under or by reason of the provisions of this Agreement
shall be in writing and shall be deemed to have been given (i) when
personally delivered, sent by telecopy (with hard copy to follow); (ii) one
(1) day after sent by reputable overnight express courier (charges
prepaid); or (iii) five (5) days following mailing by certified
or registered mail, postage prepaid and return receipt requested.  Unless another address is specified in
writing, notices, demands and communications to the Company and the Consultant
shall be sent to the addresses indicated below.


 


(a)                                  If
to the Consultant:


 


Sun Capital Partners
Management V, LLC

5200 Town Center Circle, Suite 600

Boca Raton, Florida 33486

Attention: Jason H. Neimark, Brian Urbanek and C. Deryl Couch

Facsimile: (561) 394-0540 

Email: jneimark@suncappart.com, burbanek@suncappart.com and dcouch@suncappart.com


 


and


 


Sun Capital
Partners Management V, LLC

11111 Santa Monica Blvd., Suite 1050

Los Angeles, California 90025

Attention: Michael J. Satzberg

Facsimile: (310) 473-1119 

Email: msatzberg@suncappart.com


 


with a copy to:


 


Kirkland &
Ellis LLP

200 E. Randolph Drive

Chicago, Illinois 60601

Attention: Douglas C. Gessner, P.C., Gerald T. Nowak and Jeremy S. Liss

Facsimile: (312) 861-2200 

Email: dgessner@kirkland.com, gnowak@kirkland.com and jliss@kirkland.com


 


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(b)                                 If
to the Company:


 


Accuride Corporation

7140 Officer Circle

Evansville, Indiana 47715

Attention: David K. Armstrong

Facsimile: (812) 962-5426

Email: dkarmstr@accuridecorp.com


 


with a copy to:


 


Latham &
Watkins LLP

Sears Tower, Suite 5800

233 South Wacker Drive

Chicago, Illinois 60606

Attention: Christopher D. Lueking

Facsimile: (312) 993-9767

Email: christopher.lueking@lw.com


 


14.                                 Entire
Agreement.  This Agreement sets forth
the entire agreement of the Parties hereto with regard to the subject matter
hereof and supersedes and replaces all prior agreements, understandings and
representations, oral or written, with regard to such matters.


 


15.                                 Assignment;
Successors and Assigns.  This
Agreement and the rights, duties and obligations of the Company and the
Subsidiaries hereunder may not be assigned or delegated by the Company or any
Subsidiary without the prior written consent of the Consultant.  Except to the extent set forth herein, this
Agreement and the rights, duties and obligations of the Consultant and the
Consultant Affiliates hereunder may not be assigned or delegated by the
Consultant or any Consultant Affiliate without the prior written consent of the
Company.  All covenants, promises and
agreements by or on behalf of the Parties contained in this Agreement shall be
binding upon and shall inure to the benefit of the Parties hereto and their
respective heirs, legal representatives, successors and assigns.


 


16.                                 Severability.  If any provision of this Agreement, or the
application thereof to any person or circumstance, is determined by a court of
competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions hereof, or the application of such provision to persons or
circumstances other than those as to which it has been held invalid or
unenforceable, will remain in full force and effect and shall in no way be
affected, impaired or invalidated thereby, so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party.  Upon
such determination, the Parties shall negotiate in good faith in an effort to
agree upon a suitable and equitable substitute provision to effect the original
intent of the Parties.


 


17.                                 Further
Assurances. Each party hereto agrees to use all reasonable efforts to
obtain all consents and approvals, and to do all other things, necessary for
the transactions contemplated by this Agreement.  The Parties agree to take such further action
and to deliver or cause to be delivered any additional agreements or
instruments as any of them may reasonably


 


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request for the purpose
of carrying out this Agreement and the agreements and transactions contemplated
hereby.


 


18.                                 Attorneys’
Fees.  If any action at law or in
equity is necessary or desirable to enforce or interpret the terms of this
Agreement, to protect the rights obtained hereunder, or where any provision
hereof is validly asserted as a defense, and in the case such action is taken
by the Consultant, the Consultant shall be entitled to recover from the Company
and/or from any Subsidiary its reasonable attorneys’ fees incurred in
connection therewith, including attorneys’ fees on appeal, and all costs and
disbursements, in addition to any other available relief or remedy to which it
may be entitled, and in the case such action is taken by the Company, the
Company shall be entitled to recover from the Consultant and/or from any
Consultant Affiliate its reasonable attorneys’ fees incurred in connection
therewith, including attorneys’ fees on appeal, and all costs and
disbursements, in addition to any other available relief or remedy to which it
may be entitled.


 


19.                                 Outside
Activities.  The Company hereby
acknowledges and agrees that one or more of the Consultant Indemnitees have
had, and from time to time may have, outside activities or interests that
conflict or may conflict with the best interests of the Company, any Subsidiary
or any of their affiliates (collectively, “Outside Activities”),
including (without limitation) investment opportunities or investments in,
ownership of, or participation in entities that are or could be complementary
to, or competitive with, the Company, any Subsidiary or any of their
affiliates.  The Company hereby consents
to all such Outside Activities, and no Consultant Indemnitee shall be liable to
the Company, any Subsidiary or any of their affiliates for breach of any duty
(contractual or otherwise), including without limitation any fiduciary duties,
by reason of any such activities or of such person’s participation
therein.  In the event that any
Consultant Indemnitee acquires knowledge of a potential transaction or matter
that may be a corporate opportunity for both the Company, any Subsidiary or any
of their affiliates, on the one hand, and any Consultant Indemnitee, on the
other hand, or any other person, no Consultant Indemnitee shall have any duty
(contractual or otherwise), including without limitation any fiduciary duties,
to communicate, present or offer such corporate opportunity to the Company or
such Subsidiary or affiliate and, notwithstanding any provision of this
Agreement to the contrary, shall not be liable to the Company or such
Subsidiary or affiliate for breach of any duty (contractual or otherwise),
including, without limitation any fiduciary duties, by reason of the fact that
any Consultant Indemnitee directly or indirectly pursued or acquired such opportunity
for itself, directed such opportunity to another person, or did not present or
communicate such opportunity to the Company or such Subsidiary or affiliate,
even though such corporate opportunity may be of a character that, if presented
to the Company or such Subsidiary or affiliate, could be taken by the Company
or such Subsidiary or affiliate, as applicable. 
The Company hereby renounces any interest, right, or expectancy in any
such opportunity not offered to it by any Consultant Indemnitee to the fullest
extent permitted by law.


 


20.                                 Intellectual
Property.  The Consultant shall
retain all forms of legal ownership rights and protections in any country of
the world, including all right, title and interest arising under common and
statutory law, in and to all: (a) letters patents, provisional patents,
design patents, patent cooperation treaty filings and other rights to
inventions or designs; (b) trade secret and equivalent rights in
confidential or proprietary information and know-how; (c) copyrights, mask
works, moral rights or other literary property or authors’ rights; (d) rights
regarding trade


 


7

















 


names, logos, domain
names, URLs, trademarks, service marks and other proprietary indicia or
addresses and all goodwill associated therewith; (e) any similar,
corresponding or equivalent rights relating to intangible intellectual
property; and (f) all applications, registrations, issuances, divisions,
continuations, renewals, reissuances and extensions of the foregoing, in each
of the clauses (a) through (f) above and to any
work product or deliverables created for, or provided to, the Company or any
Subsidiary under this Agreement or otherwise developed in connection with the
services provided hereunder (collectively, the “Consultant Owned Materials”);
provided, that the Consultant Owned Materials shall not include any of
the foregoing to the extent created exclusively for, and provided exclusively
to, the Company or any Subsidiary under the Agreement (collectively, the “Company
Owned Materials”).  The Consultant
hereby assigns to the Company, without further consideration, all of its
rights, title and interest in any and all Company Owned Materials.  The Consultant has no obligation to provide
any Consultant Owned Materials to the Company or any Subsidiary, but if the
Consultant does so provide any Consultant Owned Materials to the Company or any
Subsidiary, then the Consultant hereby grants to the Company and any such
Subsidiary, a revocable, non-transferable and non-sublicensable, worldwide
royalty-free, nonexclusive license to copy, use and distribute such Consultant
Owned Materials.


 


21.                                 Interpretation.  The headings contained in this Agreement are
for reference purposes only and are not part of this Agreement.  Whenever the words “include,” “includes” or “including”
are used in this Agreement, they shall be deemed followed by the words “without
limitation.”  No rule of
construction against the draftsperson shall be applied in connection with the
interpretation or enforcement of this Agreement, as this Agreement is the
product of negotiation between sophisticated parties advised by counsel.


 


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IN WITNESS WHEREOF, the Parties have executed this
Consulting Agreement as of the date first written above.


 


 


	
   

  	
  SUN CAPITAL
  PARTNERS

  MANAGEMENT V, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
        /s/ Michael J. McConvery

  
	
   

  	
  Name:

  	
  Michael J.
  McConvery

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ACCURIDE
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
        /s/ David K. Armstrong

  
	
   

  	
  Name:

  	
  David K.
  Armstrong

  
	
   

  	
  Title:

  	
  Senior Vice
  President/Chief

  
	
   

  	
   

  	
  Financial Officer

  



 


Signature
Page to Consulting Agreement


 

















 


In consideration of the Consultant’s execution and
delivery of this Agreement and its agreement to perform the transactions
contemplated hereby, and as a material inducement to such execution, delivery
and performance, each of the undersigned hereby jointly and severally
guarantees any payments owed by the Company to the Consultant pursuant to this
Agreement.  Each of the undersigned
agrees that no formal change, amendment, modification or waiver of any terms or
conditions hereof, no extension in whole or in part of the time for the
performance by the Consultant of any of its obligations hereunder, and no
settlement, compromise, release, surrender, modification or impairment of, or
exercise or failure to exercise any claim, right or remedy of any kind or
nature in connection herewith, shall affect, impair or discharge, in whole or
in part, the liability of the undersigned for the full, prompt and
unconditional performance of the obligations of the Company under this
Agreement.  The obligations of the
undersigned hereunder are absolute and unconditional, irrespective of any
circumstance which might otherwise constitute a legal or equitable discharge of
a surety or guarantor.  The liability of
the undersigned shall be direct and not conditional or contingent on the
pursuit of remedies against the Company. 
The Consultant may, at its option, proceed in the first instance against
the undersigned to collect any amount owed hereunder without first proceeding
against the Company.  The guarantee of
the undersigned shall be a continuing guarantee, and the above consent and
waiver of the undersigned shall remain in full force and effect until the
obligations of the Company hereunder are discharged and paid in full.  Each of the undersigned agrees to pay all
costs, fees and expenses (including reasonable attorneys’ fees and all
disbursements) incurred by the Consultant in collecting or enforcing the
undersigned’s obligations hereunder.


 


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  ACCURIDE CUYAHOGA
  FALLS, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ David K. Armstrong

  	
   

  
	
  Name:

  	
  David
  K. Armstrong

  	
   

  
	
  Title:

  	
  Vice
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACCURIDE ERIE, L.P.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   AKW General Partner LLC,

  	
   

  
	
   

  	
  As
  General Partner

  	
   

  
	
  By:

  	
   Accuride Corporation, as Member

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ David K. Armstrong

  	
   

  
	
  Name:

  	
  David
  K. Armstrong

  	
   

  
	
  Title:

  	
  Senior Vice
  President/Chief

  Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACCURIDE HENDERSON
  LIMITED

  LIABILITY COMPANY

  	
   

  
	
   

  	
   

  
	
  By: Accuride
  Corporation, as Member

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ David K. Armstrong

  	
   

  
	
  Name:

  	
  David
  K. Armstrong

  	
   

  
	
  Title:

  	
  Senior Vice
  President/Chief

  Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AKW GENERAL PARTNER,
  L.L.C.

  	
   

  
	
   

  	
   

  
	
  By: Accuride
  Corporation, as Member

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ David K. Armstrong

  	
   

  
	
  Name:

  	
  David
  K. Armstrong

  	
   

  
	
  Title:

  	
  Senior Vice
  President/Chief

  Financial Officer

  	
   

  



 


Signature
Page to Consulting Agreement Guaranty


 

















 


	
  AOT, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ David K. Armstrong

  	
   

  
	
  Name:

  	
  David
  K. Armstrong

  	
   

  
	
  Title:

  	
  Vice
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TRANSPORTATION
  TECHNOLOGIES,

  INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ David K. Armstrong

  	
   

  
	
  Name:

  	
  David
  K. Armstrong

  	
   

  
	
  Title:

  	
  Vice
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACCURIDE EMI, LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ William M. Lasky

  	
   

  
	
  Name:

  	
  William
  M. Lasky

  	
   

  
	
  Title:

  	
  Manager

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ David K. Armstrong

  	
   

  
	
  Name:

  	
  David
  K. Armstrong

  	
   

  
	
  Title:

  	
  Manager

  	
   

  



 


Signature
Page to Consulting Agreement Guaranty


 

















 


Schedule 1(a)


 


Services


 


The
Parties currently contemplate that the Services may include advice regarding
improvements to the Company’s and/or the Subsidiaries’ financial results,
financial reporting, accounting and management information systems.