Exhibit 10.7


 


EXECUTION
VERSION


 


INDEMNIFICATION
SUBORDINATION AGREEMENT


 


This INDEMNIFICATION
SUBORDINATION AGREEMENT (this “Agreement”), dated as of February 4,
2009, is entered into by and between Accuride Corporation, a Delaware
corporation (together with any current or future successors or direct or
indirect parents or subsidiaries, the “Company”), on the one hand, and
Sun Capital Master Securities Fund III, L.P., a Caymans Islands exempted
limited partnership, Sun Capital Securities Fund III, LP, a Delaware limited
partnership, Sun Capital Securities Advisors III, L.P., a Cayman Islands
exempted limited partnership, Sun Capital Securities III, Ltd., a Cayman
Islands exempted company, Sun Capital Securities Management III, LP, a Delaware
limited partnership, Sun Capital Securities Management Services III, LLC, a
Delaware limited liability company (“SCSM III”), and Sun Capital
Securities III, LLC, a Delaware limited liability company (collectively, “Sun”),
on the other hand.  Capitalized terms
used but not otherwise defined herein shall have the meanings set forth in Section 3.


 


W I T N E S S E T H:


 


WHEREAS, the Company is a
party to that certain Last Out Debt Agreement, dated as of the date hereof, by
and between the Company and a Sun Affiliate (the “Last Out Debt Agreement”),
and that certain Consulting Agreement, dated as of the date hereof, by and
between the Company and a Sun Affiliate (the “Consulting Agreement”);


 


WHEREAS, the Company has
certain indemnification obligations to certain Sun Affiliates and their
respective officers, directors, members, partners, employees  and agents under certain Organizational
Documents, the Last Out Debt Agreement and the Consulting Agreement, and such
parties also have certain rights to indemnification provided by Sun and/or Sun
Affiliates;


 


WHEREAS, this Agreement
is intended to clarify certain rights of (a) Sun, (b) any Sun
Affiliate, (c) any persons or entities providing management, advisory,
consulting or other services at the direction or request of Sun or any Sun
Affiliate to or for the benefit of the Company, (c) any persons designated
by Sun or any Sun Affiliate to serve as a director, officer, board observer,
partner, trustee, fiduciary, manager, employee, consultant or advisor, or
functional or foreign equivalent of the foregoing, to the Company, and (d) any
direct or indirect partners (including general partners), shareholders, members
(including managing members), controlling persons, subsidiaries, directors,
officers, fiduciaries, managers, employees and agents of each of the foregoing
(those persons and entities identified in (a), (b), (c) and (d) above,
the “Indemnified Parties”), whether such rights exist pursuant to any
Organizational Document, Advisory Agreement, Transaction Agreement or any other
agreement or document;


 


WHEREAS, it is the intent
of the parties that (a) the Company is and shall be the indemnitor of the
first resort with respect to any matters for which advancement or
indemnification is provided by the Company to or on behalf of the Indemnified
Parties, whether for claims and liabilities prior to or after the date of this
Agreement, (b) the Company shall provide advancement or indemnification to
each Indemnified Party on a primary basis and (c) any Indemnified Party
may be expected to seek advancement and/or indemnification from any other
potential source of advancement or indemnification (including, without
limitation, from any other Indemnified Party) only if, and to the extent, that
the Company is legally and/or


 


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financially unable to
make advancement and/or indemnification, as the case may be, to or on behalf of
such Indemnified Party; and


 


WHEREAS, the Company’s
acknowledgement and agreement to the foregoing is a material condition to the
willingness of certain Sun Affiliates to serve as officers and/or directors of
the Company, to enter into the Last Out Debt Agreement and Consulting Agreement
and to consummate the transactions contemplated thereby.


 


NOW, THEREFORE, in
consideration of the premises, and of the representations, warranties,
covenants and agreements set forth herein, the parties agree as follows:


 


1.               Primary Indemnitor; Subrogation. 
The Company hereby acknowledges that the Indemnified Parties have
certain rights to advancement and/or indemnification by Sun and certain Sun
Affiliates (collectively, the “Fund Indemnitors”).  The Company hereby agrees that the Company is
the indemnitor of first resort (i.e., its obligations to the Indemnified
Parties are primary and those of the Fund Indemnitors are secondary), that the
Company shall be liable for the full amount of payments of indemnification
required by any Organizational Document, Advisory Agreement or Transaction
Agreement and that the Company irrevocably and unconditionally waives any
claims against the Fund Indemnitors for contribution, subrogation, exoneration,
reimbursement or any other recovery of any kind for which the Company is liable
pursuant to any Organizational Document, Advisory Agreement, Transaction
Agreement or this Agreement.  The Company
further agrees that no payment for indemnification by the Fund Indemnitors on
behalf of any Indemnified Party with respect to any claim for which an
Indemnified Party has sought payment from the Company shall affect the foregoing,
and the Fund Indemnitors, to the extent of such payment, shall be subrogated to
all of the rights of recovery of such Indemnified Party against the Company.


 


2.               Modification of Indemnification Rights. 
An Indemnified Party’s rights under this Agreement and an Indemnified
Party’s rights to advancement or indemnification from the Company pursuant to
any agreement or document (including, without limitation, any Organizational
Document, Advisory Agreement or Transaction Agreement) governing an Indemnified
Party’s rights to advancement and/or indemnification from the Company may not
be waived, eliminated or otherwise diminished or modified without the specific
written consent of SCSM III, on behalf of Sun. 
Sun may, within Sun’s sole discretion, compromise, waive or relinquish
any Indemnified Party’s rights to advancement or indemnification under any
agreement or document (whether pursuant to any Organizational Document,
Advisory Agreement, Transaction Agreement or otherwise) governing such
Indemnified Party’s rights to advancement and/or indemnification from the
Company.


 


3.               Certain Definitions. 
The following terms have the meanings set forth below:


 


“Advisory Agreement”
shall mean any advisory agreement, consulting, monitoring or other similar or
equivalent agreement, including the Consulting Agreement.


 


“Organizational
Document” shall mean an entity’s charter, bylaws, partnership agreement,
limited liability company agreement, operating agreement, indemnification
agreement or other similar agreement or document, including any document
amendatory or supplemental thereto.


 


2

















 


“Person” shall
mean any individual, sole
proprietorship, partnership, joint venture, trust, unincorporated association,
corporation, limited liability company or entity.


 


“Sun Affiliate”
shall mean any other Person controlling, controlled by or under common control
with Sun; provided, that under no circumstances shall the Company or any
“portfolio company” acquired, either directly or indirectly through one or more
subsidiaries, by Sun be deemed a Sun Affiliate hereunder.  For purposes of this definition, “control”
(including the terms “controlling,” “controlled by” and “under
common control with”) means the possession, direct or indirect, of the
power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise.  For the avoidance of doubt,
any investment fund formed or managed by Sun or any Sun Affiliate or for which
Sun or any Sun Affiliate serves as an investment adviser, and each of their
respective employees, officers, directors,  direct
or indirect general partner, managing member and/or controlling persons are “Sun
Affiliates” for all purposes hereof.


 


“Transaction Agreement”
shall mean any investment agreement, securities purchase agreement, note
purchase agreement, asset purchase agreement, merger agreement or other similar
or equivalent agreement, including the Last Out Debt Agreement.


 


4.               No Obligation to Provide Services. 
Nothing in this Agreement shall be construed to require SCSM III to
provide, or to continue to provide, management, advisory consulting or other
services, and nothing in this agreement shall be construed to require any Indemnified
Party to serve, or continue to serve, as a director, officer, board observer,
fiduciary, partner or manager (or in any other capacity) of the Company.  Subject to the second sentence of Section 2, no Indemnified Party’s rights
hereunder shall be limited or impaired in any way in the event that such
Indemnified Party ceases, for any reason, to serve or provide services to the
Company.


 


5.               Third-Party Beneficiaries. 
Each Fund Indemnitor and, subject to the second sentence of Section 2, each Indemnified Party shall,
to the extent not a party hereunder, be considered an express third-party
beneficiary hereunder and shall enjoy all rights that a party hereunder enjoys
and shall enjoy such rights to the same extent as a party hereunder.


 


6.               Joint and Several Liability. 
Each subsidiary of the Company party hereto hereby agrees, and any
successor to each such subsidiary that is a subsidiary of the Company (whether
by merger, consolidation or transfer of all or substantially all of such
subsidiary’s assets) shall agree, that it shall be jointly and severally liable
to the Fund Indemnitors for any amounts owed by the Company to any Fund
Indemnitor pursuant to this Agreement.


 


7.               Additional Subsidiaries. 
The Company shall cause each subsidiary of the Company not a party
hereto to execute a joinder to this Agreement within two (2) weeks of the
date hereof; provided, that any subsidiary formed in a jurisdiction
outside the United States shall not be bound by the provisions of Section 6 hereof.  The Company shall not form or acquire any
subsidiaries in the future unless each such subsidiary executes a joinder to
this Agreement, including, with respect to domestic subsidiaries, Section 6 hereof, it being agreed and
understood that whether or not such subsidiary actually executes such a
joinder, such subsidiary shall, to the fullest extent permitted by law, be
bound by this Agreement, including, with respect to domestic subsidiaries, Section 6 hereof.


 


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8.               No Further Changes.  Except as,
and only to the extent, specifically provided herein, any and all rights to
advancement and/or indemnification to which each Indemnified Party has ever
been, is or may in the future be entitled from the Company shall remain
unchanged by this Agreement.


 


9.               Conflicting Provisions.  To the extent
that any provision of this Agreement conflicts with any provision of any other
agreement to which the Company or an Indemnified Party is a party (whether
pursuant to an Organizational Document, Advisory Agreement, Transaction
Document or any other agreement or document) with respect to the subject matter
of this Agreement, the provisions of this Agreement shall control.


 


10.         Amendment.  No amendment
of any provision of this Agreement will be effective unless made in writing and
signed by the Company and SCSM III, on behalf of Sun.


 


11.         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.


 


12.         Remedies.  No right or
remedy conferred herein is intended to be exclusive of any other right or
remedy, and every other right or remedy shall be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at
law or in equity or otherwise, so long as such right or remedy does not
conflict with any right or remedy provided herein.


 


13.         Change in Law.  To the extent
that a change in the laws of the State of Delaware (or other applicable law),
whether by statute or judicial decision, permits greater indemnification rights
or remedies than would currently be afforded under (a) the Company’s
Organizational Documents, (b) this Agreement or (c) any other
document providing advancement and/or indemnification to an Indemnified Party,
it is the intent of the parties that the Indemnified Parties shall enjoy, by
and as a result of this Agreement, the greater benefits so afforded by such
change.


 


14.   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.


 


15.   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.


 


16.         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,


 


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INTERPRETATION, COLLECTION OR ENFORCEMENT HEREOF OR (II) THE
ACTIONS OF THE PARTIES IN THE NEGOTIATION, AUTHORIZATION, EXECUTION, DELIVERY,
ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.


 


17.         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 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
Sun shall be sent to the addresses indicated below.


 


(a)          If to Sun:


 


Sun Capital Securities Management Services III, 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 Securities
Management Services III, 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) 962-5246

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


 


18.         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.


 


19.         Assignment; Successors and Assigns. 
This Agreement and the rights, duties and obligations of the Company
hereunder may not be assigned or delegated by the Company without the prior
written consent of Sun.  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.  The Company acknowledges and
agrees this Agreement is intended to bind all future direct and indirect
parents and subsidiaries of the Company.


 


20.         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.


 


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


 


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22.         Attorneys’ Fees. 
In the event that any action is instituted by Sun under this Agreement
to enforce or interpret any of the terms hereof, Sun shall be entitled to be
paid all court costs and expenses, including the reasonable and documented fees
of one counsel, incurred by Sun with respect to such action, unless as a part
of such action, the court of competent jurisdiction determines that each of the
material assertions made by Sun as a basis for such action were not made in
good faith or were frivolous.  In the
event of an action instituted by the Company under this Agreement or to enforce
or interpret any of the terms of this Agreement, Sun shall be entitled to be
paid all court costs and expenses, including the reasonable and documented fees
of one counsel, incurred by Sun in defense of such action (including with
respect to Sun’s counterclaims and cross-claims made in such action), unless as
apart of such action the court determines that each of Sun’s material defenses
to such action were made in bad faith or were frivolous.


 


23.         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 Indemnification Subordination Agreement as of the
date first written above.


 


 


	
   

  	
  ACCURIDE
  CORPORATION  

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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
  CUYAHOGA FALLS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David K. Armstrong

  
	
   

  	
  Name: David K.
  Armstrong 

  
	
   

  	
  Title: Vice President

  



 


Signature
Page to Indemnification Subordination Agreement


 

















 


	
   

  	
  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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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 Indemnification Subordination Agreement


 

















 


	
   

  	
  SUN
  CAPITAL MASTER SECURITIES 

  FUND III, L.P.

  
	
   

  	
   

  
	
   

  	
  By: Sun Capital Securities
  Management III, 

  LP

  
	
   

  	
  Title: Investment Manager

  
	
   

  	
   

  
	
   

  	
  By: Sun Capital Securities
  III, LLC

  
	
   

  	
  Title: General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael J. McConvery

  
	
   

  	
  Name: Michael J. McConvery

  
	
   

  	
  Title: Vice President and Assistant Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUN
  CAPITAL SECURITIES FUND III, 

  LP

  
	
   

  	
   

  
	
   

  	
  By: Sun Capital Securities
  Management III,

  LP

  
	
   

  	
  Title: Investment Manager

  
	
   

  	
   

  
	
   

  	
  By: Sun Capital Securities
  III, LLC

  
	
   

  	
  Title: General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael J. McConvery

  
	
   

  	
  Name: Michael J. McConvery

  
	
   

  	
  Title: Vice President and Assistant Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUN
  CAPITAL SECURITIES 

  ADVISORS III, L.P.

  
	
   

  	
   

  
	
   

  	
  By: Sun Capital Securities
  III, Ltd.

  
	
   

  	
  Title: General
  Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael J. McConvery

  
	
   

  	
  Name: Michael J. McConvery

  
	
   

  	
  Title: Vice President and Assistant Secretary

  



 


Signature
Page to Indemnification Subordination Agreement


 

















 


	
   

  	
  SUN
  CAPITAL SECURITIES III, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael J. McConvery

  
	
   

  	
  Name: Michael J. McConvery

  
	
   

  	
  Title: Vice President and Assistant Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUN
  CAPITAL SECURITIES 

  MANAGEMENT III, LP

  
	
   

  	
   

  
	
   

  	
  By: Sun Capital Securities
  III, LLC

  
	
   

  	
  Title: General
  Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael J. McConvery

  
	
   

  	
  Name: Michael J. McConvery

  
	
   

  	
  Title: Vice President and Assistant Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUN CAPITAL SECURITIES III, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael J. McConvery

  
	
   

  	
  Name: Michael J. McConvery

  
	
   

  	
  Title: Vice President and Assistant Secretary

  



 


Signature
Page to Indemnification Subordination Agreement


 

















 


	
   

  	
  SUN
  CAPITAL SECURITIES 

  MANAGEMENT SERVICES III, LLC

  
	
   

  	
   

  
	
   

  	
  By: Sun Capital Securities
  Management III, 

  LP

  
	
   

  	
  Title: Managing
  Member

  
	
   

  	
   

  
	
   

  	
  By: Sun Capital Securities
  III, LLC

  
	
   

  	
  Title: General
  Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark Hajduch

  
	
   

  	
  Name: Mark Hajduch

  
	
   

  	
  Title: Vice
  President and Assistant Secretary

  



 


Signature
Page to Indemnification Subordination Agreement