Amended And Restated Lease Agreement

Exhibit 10.14


AMENDED AND RESTATED LEASE AGREEMENT


THIS AMENDED AND RESTATED LEASE AGREEMENT (the " Lease" ), dated as of April 1, 1999, between KAISER ALUMINUM & CHEMICAL CORPORATION , a Delaware corporation (the " Landlord" ), and AKW L.P. , a Delaware limited partnership, having an address at 3560 West Market Street, Suite 315, Akron, Ohio 44333 (the " Tenant" ) amends and restates that certain Lease Agreement dated as of May 1, 1997, between Landlord and Tenant (the " Original Lease" ).


W I T N E S S E T H :


WHEREAS, Landlord, Accuride Corporation (collectively, the " Contributing Parties" ), Tenant and AKW General Partner L.L.C., a Delaware limited liability company, entered into a Contribution Agreement, dated as of May 1, 1997 (the " Contribution Agreement" ), pursuant to which, inter alia , the Contributing Parties contributed or otherwise caused to be transferred to Tenant certain assets and rights necessary to permit Tenant to engage in the Business (as defined in the Contribution Agreement); and


WHEREAS, Landlord is the owner of certain improved real property located at 1015 E. 12th Street, Erie, Pennsylvania (the " Plant" ) at which Landlord conducted certain businesses, including without limitation, certain aspects of the Business; and


WHEREAS, pursuant to the Contribution Agreement, Landlord and Tenant agreed to enter into the Original Lease in order to provide for the leasing by Landlord to Tenant of certain portions of the Plant used in connection with the Business, all on the terms and conditions provided therein; and


WHEREAS, subsequent to the execution of the Original Lease, Landlord ceased to independently conduct manufacturing operations at the Plant and Tenant began to utilize space at the Plant in addition to the Demised Premises (as defined in the Original Lease); and


WHEREAS, the Landlord and Tenant desire to enter into this Amended and Restated Lease Agreement in order to amend the Original Lease to include the Additional Premises (as defined) and to incorporate certain other changes and modifications reflected herein;


NOW, THEREFORE, in consideration of the mutual covenants, and subject to the terms and conditions, contained herein, the parties hereto agree as follows:


ARTICLE 1


Premises - Term


Section 1.1 (a) (i) The Landlord, for and in consideration of the rents, covenants and agreements contained in this Lease to be paid, kept and performed by the Tenant, demises and leases to the Tenant, and the Tenant does hereby take and hire, upon and subject to the covenants, terms, conditions and agreements in this Lease, which the Tenant agrees to keep and perform, certain portions of the Plant which are described below and are shown on Exhibit " A-1" attached hereto and made a part hereof:


(1) Building 11- an approximately 26,650 square foot building used for the storage of raw materials, billet preparation and storage for maintenance and production supplies;


(2) Building 22- an approximately 52,650 square foot building which houses the hydraulic presses used to forge and extrude aluminum products, and also houses the hydraulic pumps and contains office space and a maintenance area;


(3) Building 26 - an approximately 33,750 square foot building used for receiving production and maintenance supplies, shipping products and spinning and heat treating products;


(4) Building 16 - an approximately 2,500 square foot building which houses certain employee lockers;


(5) The second floor of the Administration Building;


(6) The training room located in Building 1 comprising an approximately 1,600 square foot area;


(7) The dispensary located in Building 2 comprising an approximately 800 square foot area;


(8) Building 15A - an approximately 1,800 square foot building used to house compressors;


(9) Building 19 - an approximately 800 square foot building used as an oil house;


(10) Building 24 - an approximately 6,500 square foot building used as a battery shop;


(11) The Substation;


(12) Building 3 - an approximately 16,575 square foot building used as a die shop;


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(13) Building 4 - an approximately 16,575 square foot building used as a die shop;


(14) The southern portion of Building 9 - comprising an approximately 2,200 square foot space used as a spinner/furnace loading area;


(15) Building 10 - an approximately 16,800 square foot building used as a storage and layout area;


(16) Building 12 - an approximately 77,109 square foot area, including Buildings 12A, 12B, 12N and 12S, which houses certain maintenance areas, a maintenance and scrap loading dock and solution/aging furnaces;


(17) Building 13 - an approximately 2,800 square foot area used for lab and engineering purposes; and


(18) Building 25 - an approximately 6,500 square foot store room.


(ii) For purposes of this Lease, items (1) through (4) and the eastern portion of item (5) above are collectively referred to in this Lease as the " Original Demised Premises" , items (6) through (11) are collectively referred to in this Lease as the " Designated Original Licensed Premises" , and the remaining portion of item (5) and items (12) through (18) above are collectively referred to in this Lease as the " Additional Premises" , and the Original Demised Premises, the Designated Original Licensed Premises and the Additional Premises are collectively referred in this Lease to as the " Demised Premises" .


(iii) The Landlord also hereby grants to the Tenant, its agents, employees, vendors and contractors a license to use, during the Term, on a non-exclusive basis, the roadways, sidewalks, designated parking lots, portions of the Plant not within the Demised Premises as reasonably necessary in order for AKW to traverse from one portion of the Demised Premises to another in connection with the operation of its business, and other areas as generally shown on Exhibit " A-1" attached hereto and made a part hereof as the " Licensed Premises" (the " Licensed Premises" , and together with the Demised Premises, the " Premises" ) for purposes of access to and parking in the vicinity of the Demised Premises. Landlord may, at its option, at any time during the Term after reasonable prior notice to Tenant (except in the event of an emergency), relocate all or a portion of the Designated Original Licensed Premises or Licensed Premises to other areas in the Plant, provided that such alternative areas provide reasonable access to, and parking in the vicinity of, the Demised Premises. The Tenant shall use the Premises in accordance with the terms and conditions set forth in this Lease and in Section 6.5 of the Contribution Agreement. Tenant acknowledges and agrees that the privileges granted Tenant under this Section shall merely constitute a license and shall not be deemed to grant Tenant a leasehold or other real property interest in the Licensed Premises. This license shall automatically terminate and expire upon the expiration or earlier termination of this Lease and the termination of such license shall be self-operative and no further instrument shall be required to effect such termination.


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(iv) The Premises shall specifically exclude any and all steam tunnels at the Plant and the emergency generator room located between Buildings 11 and 26 housing the diesel generator which provides emergency lighting for the east end of the Plant (collectively, the " Prohibited Areas" ), irrespective of whether such Prohibited Areas or access thereto lies within or beneath any portion of the land or improvements comprising the Premises. Notwithstanding the foregoing, Tenant may access the Prohibited Areas as necessary for purposes of normal routine maintenance of equipment located in those areas; provided that all such work is performed in accordance with applicable laws and regulations, including applicable health and safety regulations.


(b) The Landlord hereby leases to the Tenant the items of personal property set forth on Exhibit " A-2" annexed hereto and made a part hereof (the " Original Personal Property" ) and the items of personal property set forth on Exhibit " A-3" annexed hereto and made a part hereof (the " New Personal Property" , the Original Personal Property and the New Personal Property being collectively referred to herein as the " Personal Property" ).


Section 1.2 (a) This Lease shall have an initial term of ten (10) years (the " Initial Term" ), which Initial Term commenced on May 1, 1997 (the " Commencement Date" ) and shall expire on the day (the " Expiration Date" ) immediately preceding the tenth (10th) anniversary of the Commencement Date, unless the Initial Term shall be extended or sooner terminated as hereinafter provided (the Initial Term, as the same may be extended from time to time, the " Term" ).


(b) Provided that this Lease is in full force and effect and that the Tenant is not then in default hereunder beyond any applicable grace periods, the Tenant shall have the right to renew this Lease for three (3) periods of five (5) years each (each, a " Renewal Period" ), exercisable by delivery of a written notice (" Tenant' s Renewal Notice" ) received by Landlord no later than one hundred eighty (180) days prior to the expiration of the then-current Term. Each Renewal Period shall commence on the day following the expiration date of the Initial Term or the immediately preceding Renewal Period, as the case may be, and shall end on the fifth (5th) anniversary of such expiration date. Upon the exercise by the Tenant from time to time of its right to renew as aforesaid, this Lease shall be deemed extended through the last day of the applicable Renewal Period upon the terms and conditions herein set forth except that the Basic Rent (as hereinafter defined) payable during the Renewal Period shall be fixed in accordance with the provisions of Section 2.1(a) and Section 2.1 (b) below.


(c) The Tenant shall have the right to terminate this Lease at any time during the Term by giving the Landlord at least one hundred eighty (180) days' prior written notice of such termination, which notice shall specify the termination date. In the event of such termination, all Basic Rent and Additional Rent shall be apportioned as of the termination date set forth in Tenant' s termination notice.


(d) The portions of the Plant being used by Tenant shall not be increased without Landlord' s prior written consent, which consent shall not be unreasonably withheld. Tenant shall have the right to vacate any portion of the Premises pursuant to the terms of this


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Lease. The parties hereto acknowledge and agree to communicate and coordinate any contemplated increase or decrease in the portions of the Plant included within the Premises and to promptly enter into written amendments to this Lease to reflect any increase or decrease and reflect any necessary reallocations of the appropriate costs.


ARTICLE 2


Basic Rent - Additional Rent


Section 2.1 (a) The Tenant shall pay to the Landlord during the Initial Term an annual basic rent (the " Basic Rent" ) equal to One Dollar per annum, which Basic Rent shall be payable in advance on January 2 of each year during the Initial Term. If the Term is extended pursuant to Section 1.2(b), the Basic Rent for the first Renewal Period shall be equal to One Dollar per annum, which Basic Rent shall be payable in advance on January 2 of each year during the first Renewal Period.


(b) If the Term is extended from time to time for any Renewal Period after the first Renewal Period, as provided in Section 1.2 (b) above, the Basic Rent for such Renewal Period (the " Renewal Rent" ) shall be determined as provided in this Section 2.1(b). Upon receipt of Tenant' s Renewal Notice, the Landlord and the Tenant shall attempt for thirty (30) days to agree upon the Renewal Rent, which the parties agree shall be the fair market rental value of the Demised Premises, taking into account the Personal Property, the obligation of the Tenant to pay Taxes (hereinafter defined) and other expenses allocated to the Demised Premises as provided elsewhere in this Lease. Should the Landlord and the Tenant be unable to agree on the Renewal Rent within such thirty (30) day period, the Tenant shall, at its own cost, appoint a disinterested real estate broker licensed in the State of Pennsylvania involved in the rental of similar space in the area in which the Plant is located for at least five (5) years (a " Qualified Broker" ) to serve as an appraiser on its behalf and shall give notice thereof to the Landlord within sixty (60) days after the Landlord' s receipt of the Tenant' s Renewal Notice. The Landlord shall, at its own cost, within thirty (30) days after receiving said notice appoint a second Qualified Broker to serve as appraiser on its behalf and shall give written notice thereof to the Tenant. The Qualified Brokers shall independently, within thirty (30) days after their appointment, render in writing to the Landlord and the Tenant their independent appraisals of what the annual fair market rental value of the Demised Premises would be for the applicable Renewal Period. If Landlord and the Tenant or the two (2) Qualified Brokers cannot, within thirty (30) days thereafter, agree on what the annual fair market rental value of the Demised Premises would be for the applicable Renewal Period, the two (2) Qualified Brokers theretofore appointed shall appoint a third Qualified Broker. The third Qualified Broker shall then promptly select the amount set forth in one or the other of the two appraisals theretofore prepared which such Broker believes most closely approximates the annual fair market value of the Demised Premises, and same shall be the Renewal Rent for the applicable Renewal Period. The determination of the Qualified Broker(s) shall conclusively be and be deemed to be the Renewal Rent and shall be binding on Landlord and Tenant. In rendering their determination, the Qualified Brokers shall have no power to modify or in any manner alter or reform any of the provisions of this Lease. The cost of the third Qualified Broker shall be shared equally by


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Landlord and Tenant. If, for any reason whatsoever, the Renewal Rent has not been determined on or prior to the commencement of the applicable Renewal Period, Tenant shall pay to the Landlord on account of Basic Rent (subject to retroactive adjustment back to the beginning of the applicable Renewal Period once the Basic Rent is determined) one hundred ten (110%) percent of the Basic Rent payable by the Tenant immediately prior to the commencement of the applicable Renewal Period.


Section 2.2 (a) In addition to the Basic Rent, the Tenant shall pay and discharge, as additional rent (the " Additional Rent" ), any and all other amounts, liabilities, charges, obligations and other payments which the Tenant, under any of the provisions of this Lease, is now or hereafter obligated to pay or discharge, as more particularly described in this Lease. In the event of any failure on the part of the Tenant to pay all or any part of the Additional Rent when due, the Landlord shall have the same rights and remedies provided for herein or by applicable law or otherwise in the case of the nonpayment of the Basic Rent.


(b) It is intended that the Basic Rent be net to the Landlord and that the Tenant shall pay, as Additional Rent, all Taxes, utilities, and other costs and expenses relating to the Demised Premises (other than those environmental costs which Landlord shall pay pursuant to Sections 6.3 and 6.4 of the Contribution Agreement) and an equitable portion of such Taxes, utilities, insurance and other costs and expenses relating to the Licensed Premises, all as reasonably determined by the Landlord and the Tenant pursuant to the provisions of this Lease, including, without limitation, Articles 4, 5, 6, 8 and 24 hereof, and taking into account the total area occupied and their respective requirements based on usage. The Landlord and the Tenant have agreed upon a preliminary allocation of certain of these items as set forth in Exhibit " B" attached hereto and made a part hereof (the " Initial Expense Allocations" ), and as referenced below in Section 24.4.


Section 2.3 During the term of this Lease, if the Tenant shall fail to pay any installment of the Basic Rent or any of the Additional Rent due or payable hereunder or in connection herewith, within 10 days after Landlord notifies Tenant in writing that any such amount is due or payable, in addition to all of the other rights and remedies of the Landlord hereunder, the Tenant shall pay to the Landlord, in addition to all other payments required to be made under this Lease, the amount not paid when due, together with interest thereon, at a rate (the " Interest Rate" ) equal to the lower of (i) 3% over the prime rate publicly announced from time to time by Morgan Guaranty Trust Company of New York and (ii) the highest rate permitted by applicable law, from the due date until the date of payment. All amounts payable to the Landlord pursuant to this Section 2.3 shall constitute Additional Rent.


ARTICLE 3


Condition of Premises and Personal Property; Landlord' s Work


Section 3.1 Except as otherwise provided in Section 3.2 below, Tenant acknowledges that it inspected the Original Demised Premises, the Designated Original Licensed Premises, the Licensed Premises and the Original Personal Property prior to the Commencement


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Date and agreed to take the same " as is" , where is, and with all faults, and Landlord has no obligation to prepare the foregoing for Tenant' s occupancy. In addition, Tenant has inspected the Additional Premises and the New Personal Property, and agrees to take the same " as is" , where is, and with all faults, including but not limited to, the conditions noted in the engineering reports identified in Section 8.5 hereof, and Landlord shall have no obligation to prepare the Additional Premises or the New Personal Property for Tenant' s occupancy or use.


Section 3.2 Landlord agrees to perform the following work (" Landlord' s Work" ):


(a) the Phase 1 Improvements (as defined in the Contribution Agreement), to the extent the same affect or relate to the Demised Premises;


(b) the work (the " Environmental Work" ) described in the Environmental Compliance Plan (as defined in the Contribution Agreement), to the extent the same affects or relates to the Demised Premises; and


(c) the removal of furnace No. 9 from Building 12 (the " Furnace Removal Work" ).


Section 3.3 Landlord shall use its reasonable efforts to complete Landlord' s Work in a timely manner assuming reasonable cooperation from Tenant (subject to Unavoidable Delays (hereinafter defined)); provided, however that Landlord shall have no obligation to employ contractors or labor at so-called overtime or other premium pay rates or to incur any other overtime costs or expenses whatsoever. Landlord' s Work shall be performed on a timely basis and in such a manner so as to minimize interference with the operation of the Business by the Tenant. Landlord shall have the right to enter the Demised Premises subsequent to the Commencement Date to perform Landlord' s Work and the payment of Basic Rent and Additional Rent shall not be affected thereby; provided, that in all such cases Landlord shall provide notice to Tenant, shall coordinate all required work with Tenant and Landlord' s activities shall not unreasonably interfere with Tenant' s business operations.


Section 3.4 The cost of performing the Phase I Improvements and the Environmental Work shall be borne by the party or parties responsible therefor under Sections 6.3 and 6.4 of the Contribution Agreement. The cost of performing the Furnace Removal Work shall be borne by Landlord.


Section 3.5 The Tenant shall comply with the operations and maintenance plan for the Pits (as defined in the Contribution Agreement) as set forth in Schedule 6.3(a) to the Contribution Agreement and for the Personal Property.


Section 3.6 Any work performed after the date hereof and otherwise deemed to be reasonably necessary by either party in order to further segregate the Demised Premises from the rest of the Plant, to segregate certain parking lots for Tenant' s use from the parking lots for the Plant, and to secure and provide for the independent use and operation of the same, including


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without limitation, installing or causing to be installed, if possible, separate metering devices for utilities serving the Demised Premises and the Plant, shall, in the absence of a mutually written agreement to the contrary, be borne by the party desiring to have the work performed.


Section 3.7 Tenant and Landlord agree to arrange for the replacement of the sprinkler heads throughout the Plant as recommended in the November 30, 1998, report prepared by Global Risk Consulting Corp. The cost of performing the work shall be allocated between Tenant and Landlord based on the location of the sprinkler heads actually replaced with Tenant being responsible for replacements within the Demised Premises and Landlord being responsible for replacements in areas of the Plant not included within the Demised Premises.


Section 3.8 Except as otherwise set forth above, Landlord shall not have any obligation hereunder to remove any machinery and equipment owned by Landlord from areas of the Plant included within the Demised Premises now or in the future except to the extent that such removal is required by law or such machinery and equipment presents unreasonable health and/or safety issues arising from or attributable to the materials contained therein. Notwithstanding the foregoing, the parties agree that Landlord shall have six months from the date hereof to dispose of surplus equipment owned by Landlord currently located within the Demised Premises. Any such equipment not removed during that period may be removed and disposed of by Tenant on an " as is" where is basis at Tenant' s sole costs and expense with Tenant retaining any residual value realized on the sale or disposal. In the event that Tenant and Landlord subsequently desire to include additional portions of the Plant in the Demised Premises and notifies Landlord of its desire to have additional equipment located within those areas removed, Landlord shall have six months thereafter to dispose of such equipment and any such equipment not removed during that period may be removed and disposed of by Tenant on an " as is" where is basis at Tenant' s sole costs and expense with Tenant retaining any residual value realized on the sale or disposal.


ARTICLE 4


Payment of Taxes


Section 4.1 Subject to the provisions of Section 4.2 and Article 24 below, Tenant shall pay (prior to the addition or imposition of any fine, penalty, interest, cost or expense in respect of the nonpayment thereof, if applicable), all real estate taxes, personal property taxes, occupancy taxes, assessments, water and sewer rents and charges, vault charges, license and permit fees and other governmental levies and charges, of any kind or nature (collectively, " Taxes" ), which are assessed, levied, confirmed, imposed or which may become a lien upon all or any portion of the Demised Premises, or shall become payable, during and with respect to the Term; provided, that any Taxes relating to a fiscal period of the taxing or imposing authority, a part of which period is included in a period of time before the Commencement Date or after the Expiration Date, shall (whether or not such Taxes shall be assessed, levied, confirmed, imposed or become a lien upon the Demised Premises or the Personal Property, or shall become payable, during the Term) be adjusted between the Landlord and the Tenant as of the Commencement Date or as of the Expiration Date, as applicable. The Tenant, on or before the date any installment of Taxes shall become delinquent, shall furnish the Landlord with evidence of


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payment of such Taxes, in form reasonably satisfactory to the Landlord. Tenant shall be responsible for any fine, penalty, interest, cost or expense imposed upon the Demised Premises in respect of the nonpayment or late payment of Taxes.


Section 4.2 In the event that any Taxes are billed pursuant to a tax or other billing scheme that incorporates property owned by the Landlord other than the Demised Premises and the Personal Property, then, notwithstanding the other provisions of this Article 4, all such Taxes respecting the Demised Premises and/or the Personal Property shall be paid by the Landlord, and the Landlord shall thereafter bill the Tenant for the Tenant' s pro rata share of such Taxes as shall be reasonably determined by the Landlord and the Tenant. In addition to the payment of Taxes attributable to the Demised Premises and the Personal Property, the Tenant shall pay a pro rata share of Taxes attributable to the Licensed Premises. The determination of Tenant' s pro rata share of Taxes shall be made by the Landlord and the Tenant in accordance with Article 24 below and as set forth on Exhibit " B" attached hereto. All amounts payable by the Tenant under this Section 4.2 shall be treated as Additional Rent hereunder and shall be due and payable thirty (30) days after delivery of such bill to the Tenant and otherwise in accordance with the terms of this Lease.


Section 4.3 Nothing in this Lease shall require the Tenant to pay any franchise, corporate, estate, inheritance, succession, capital levy, income, profits, revenue or transfer tax imposed upon the Landlord, nor shall any tax, assessment, charge or levy of the character above in this Section 4.3 be deemed to constitute Taxes, except if such taxes are customarily payable by the Tenant in substitution of any item of Taxes.


ARTICLE 5


Insurance


Section 5.1 At all times during the term of this Lease the Tenant shall maintain workers' compensation insurance in the amount required by applicable law and employer' s liability insurance to a limit of not less than $1,000,000; and keep the Demised Premises and the Personal Property insured against:


(1) loss or damage by fire, and such other risks as may be included in the standard form of extended coverage insurance policy in an amount not less than 100% of the replacement value of the Demised Premises and the Personal Property (as reasonably determined by Landlord and communicated to Tenant on an annual basis or as otherwise necessary to reflect changes in the Demised Premises and/or Personal Property), with reasonable deductibles not exceeding $100,000; and further provided that the amount of such insurance is at all times sufficiently large and the amount of such deductibles are sufficiently small, to prevent the Landlord from becoming a co-insurer within the terms of the applicable policies;


(2) loss or damage by explosion of high pressure steam boilers, air conditioning equipment, pressure vessels, motors or similar apparatus, now or hereafter installed in the Demised Premises, in an amount of not less than 100% of the replacement value of the Demised


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Premises and the Personal Property (as reasonably dete ...