Lease

Exhibit 10.13


LEASE


BETWEEN WOODWARD, LLC


and


ACCURIDE CORPORATION


OFFICE CIRCLE OF

BURKHARDT CROSSING

EVANSVILLE, INDIANA


TABLE OF CONTENTS


1.01: MONTHLY RENTAL AMOUNTS AND CONDITIONS PRECEDENT:


2.01: TERM


3.01: USE, COMPLIANCE WITH LAWS, SIGNS


4.01: SURRENDER AND HOLDOVER


5.01: ASSIGNMENT AND SUBLETTING


6.01: ALTERATION OF LEASED PREMISES


7.01: HAZARDOUS MATERIAL


8.01: MAINTENANCE OF LEASED PREMISES


9.01: DESTRUCTION


10.01: CONDEMNATION


11.01: LIENS


12.01: EVENTS OF DEFAULT BY TENANT


13.01: LANDLORD' S REMEDIES


14.01: EVENTS OF DEFAULT BY LANDLORD


15.01: TENANT' S REMEDIES


16.01: ATTORNEY' S FEES


17.01: ACCESS BY LANDLORD TO LEASED PREMISES


18.01: QUIET ENJOYMENT


19.01: EXCULPATION


20.01: GENERAL AGREEMENT OF PARTIES


22.01: NOTICES:


23.01: UTILITIES


24.01: TAXES AND INSURANCE


25.01: RENEWAL OF LEASE


26.01: INDEMNITY OF LANDLORD


27.01: INDEMNITY OF TENANT


28.01: LIABILITY INSURANCE


29.01: BILLBOARD REMOVAL AND RESTRICTIVE COVENANTS


30.01: CONSTRUCTION OF LEASED PREMISES


31.01: EXPANSION OF PREMISES


32.01: APPLICABLE LAW


33.01: OPTION TO PURCHASE


34.01: ARBITRATION


35.01: RECORDING


36.01: TITLE INSURANCE


37.01: FORCE MAJEURE


37.01: MISCELLANEOUS


EXHIBIT " A" LEGAL DESCRIPTION

ATTACHED


EXHIBIT " B" DRAWING OF BUILDING AND SITE PLAN

ATTACHED


EXHIBIT " C" WORK LETTER AGREEMENT

ATTACHED


EXHIBIT " D" PURCHASE OPTION TERMS

ATTACHED


LEASE


THIS LEASE , entered into between Woodward, LLC . hereinafter referred to as " LANDLORD" and Accuride Corporation hereinafter referred to as " TENANT" .


WITNESSETH THAT LANDLORD and TENANT, in consideration of their mutual undertakings, agree as follows:


LANDLORD hereby leases to TENANT and TENANT hereby leases from LANDLORD Lots 10, 11 and 12 situated on the real estate described in the attached Exhibit " A" which is made a part hereof, including the two-story building and other improvements described hereinbelow, commonly referred to as a 34,000 square foot Class A office building located on 4.6 acres of land on Office Circle of Burkhardt Crossing fronting I-164 and depicted in the attached Exhibit " B" drawing of building and site plan which are made a part hereof (collectively hereinafter the " Leased Premises" )


TENANT without demand or notice shall pay during the term of this Lease, a monthly rental as described in a Lease entered between the parties of even date herewith, all upon the following covenants, terms and conditions:


1.01: MONTHLY RENTAL AMOUNTS AND CONDITIONS PRECEDENT:


Months 1 thru 60:


The monthly rental amount shall be Thirty Seven Thousand Five Hundred Forty-One and 60/100ths Dollars ($37,541.60) per month, representing an annual rate of Thirteen and 25/100ths Dollars ($13.25) per square foot.


Months 61 thru 120:


The monthly rental amount shall be Forty-One Thousand Three Hundred Ten and 00/100ths Dollars ($41,310.00) per month, representing an annual rate of Fourteen and 58/100ths Dollars ($14.58) per square foot.


1.02 : The parties agree that the actual square footage of the Leased Premises shall be determined by mutual written agreement of LANDLORD and TENANT as the plans for the initial construction, and any expansion option exercised hereunder, are finalized between LANDLORD and TENANT and their respective architectural and construction consultants, pursuant to the Work Letter Agreement attached hereto and made a part hereof. The rent set forth above shall be adjusted according to the square foot rental rates described above applied to said actual square footage of the Leased Premises as so determined, using center-of-wall to center-of-wall measurements, excluding mechanical shafts and stair wells.


1.03 : The LANDLORD represents and warrants it has an option to purchase the land underlying the Leased Premises from Webb Development, LLC, and LANDLORD shall promptly exercise and close on said option following the exercise of this Lease on or before December 1, 1998.


1.04 : The LANDLORD agrees that LANDLORD shall cause restrictive covenants running with the title of such adjoining tracts of land as set forth under paragraph 29.01 et seq. , to the acceptance of TENANT' S legal counsel and TENANT' S title insurance underwriter on or before December 1, 1998.


2.01 : TERM : The term of this Lease shall commence on the later of November 1, 1999, or the date that the Leased Premises are completely build-out by LANDLORD and ready for the TENANT' s


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possession. The term of this Lease shall expire on the later of October 31, 2009 at 11:59 p.m., or the date ten (10) years from the commencement of this Lease, subject to renewal as provided hereinbelow.


3.01: USE, COMPLIANCE WITH LAWS, SIGNS : TENANT shall keep the Leased Premises in a clean and orderly condition and shall conduct business there therefrom in a careful and safe manner. TENANT shall not use the Leased Premises or maintain them in any manner constituting a violation of any ordinance, statute, regulation, or order of any governmental authority, including without limitation zoning ordinances, nor shall TENANT maintain, permit or suffer any nuisance to occur or exist on the Leased Premises. Notwithstanding anything herein to the contrary, LANDLORD covenants and warrants upon the commencement of the term of this Lease that the zoning of the Leased Premises is proper and in full compliance with city, county and state ordinances, statutes, regulations or other laws or orders of any governmental authority for use as an office building as set forth herein, including but not limited to compliance with all set-backs, parking and signage requirements or standards set forth under any such land use and zoning laws.


3.02: TENANT shall not affix to or upon the exterior of the Leased Premises, or any place on the Leased Premises any sign, insignia, or decoration without the prior written consent of LANDLORD, which consent shall not be unreasonably withheld. TENANT acknowledges receipt of a copy of the Conditions, Covenants, and Restrictions on record for the sub division in which this property is located.


4.01: SURRENDER AND HOLDOVER: Upon the expiration or sooner termination of this Lease, TENANT shall surrender to LANDLORD the Leased Premises, together with all other property affixed to the Leased Premises, (except trade fixtures) broom clean and in the same order and condition in which TENANT received them, the effects of ordinary wear and acts of God, excepted.


4.02: Unless an event of default as hereinafter defined has occurred and remains uncured, TENANT shall prior to the expiration of the term remove all of TENANT' s furniture, belongings and personal property from the Leased Premises. Any damage to the Leased Premises caused by such removal shall be repaired by TENANT prior to the expiration of the term.


4.03: At LANDLORD' s option, If TENANT fails to remove such furniture, belongings, trade fixtures, and personal property, then upon thirty (30) days advance written notice, the same shall be deemed the property of LANDLORD.


4.04: If TENANT shall remain in possession of all or any part of the Leased Premises after the expiration of the term of this Lease, with the consent of the LANDLORD, then the TENANT shall be a lessee from month to month at a Lease rate one and one half times the rate immediately prior to the Lease expiration, and subject to all of the other applicable covenants, terms and conditions hereof.


5.01: ASSIGNMENT AND SUBLETTING: TENANT shall not assign, mortgage, encumber, or transfer this Lease in whole or in part, or sublet the Leased Premises or any part thereof, nor grant a license or concession in connection therewith, without the prior written consent of LANDLORD, which consent shall not be unreasonably withheld. Should LANDLORD allow TENANT to sublet, TENANT shall continue to be held responsible for the terms and conditions of this Lease. This prohibition shall include any act which has the effect of an assignment or transfer and occurs by operation of law.


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5.02: Notwithstanding anything herein to the contrary, provided the TENANT is not in default under this Lease, TENANT may assign or sublease part or all of the Leased Premises without LANDLORD' s consent to any entity which at the time of such assignment or sublease has a net worth of equal or greater than the TENANT' s net worth as of the date of December 31, 1997. " Net worth" as used herein shall mean the value of such entity' s total assets less its liabilities from its last quarterly financial statement as prepared by its accountants.


In the event of such permitted assignment or sublease without LANDLORD' s consent, LANDLORD agrees to provide a written estoppel certification in form and substance reasonably satisfactory to the assignee or subtenants that (i) this Lease is in full force and effect; (ii) the amount of rent such an assignee or subtenant shall be obligated to pay hereunder; and (iii) LANDLORD shall not disturb such assignee or subtenant' s right to lease and occupy the Leased Premises, subsequent to such assignment or subletting. Whereupon such assignee or subtenant agrees to perform all such obligations under this Lease, the TENANT shall thereupon be automatically fully released from the terms of this Lease.


6.01: ALTERATION OF LEASED PREMISES: Except as provided in the Work Letter Agreement which is attached and made a part hereof, TENANT shall not cause or permit any alterations, additions or changes of or upon any part of the Leased Premises without first obtaining the written consent of LANDLORD, which shall not be unreasonably withheld.


6.02: All alterations, additions or changes to the Leased Premises shall be made in accordance with all applicable laws and shall immediately upon completion become the property of LANDLORD.


7.01: HAZARDOUS MATERIAL: TENANT shall not cause or permit any Hazardous Material to be brought upon, kept or used in or about the Leased Premises by TENANT, TENANT' s agents, employees, contractors or invitees, except for such Hazardous Material as is necessary or useful to TENANT' s business. Any Hazardous Material permitted on the Leased Premises as provided in this Section 7, and all containers thereof, shall be used, kept, stored and disposed of in a manner that complies with all federal, state and local laws or regulations applicable to this Hazardous Material.


7.02 : TENANT shall not discharge, leak or emit or permit to be discharged, leaked or emitted, any material into the atmosphere, ground, sewer system or any body of water, if that material (as is reasonably determined by the LANDLORD, or any governmental authority does or may pollute or contaminate the same, or may adversely affect: (a) the health, welfare or safety of persons, whether located on the Real Estate or in the Building or elsewhere, or (b) the condition, use or enjoyment of the Real Estate, Building or any other real or personal property. As used in the Lease, " Hazardous Material" means:


(i) any " hazardous waste" as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time, and regulations promulgated thereunder;


(ii) any " hazardous substance" as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, and regulations promulgated thereunder;


(iii) and oil, petroleum products, and their by-products;


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(iv) any substance that is toxic, ignitable, reactive, radioactive, contagious and life threatening, or corrosive and that is regulated by any local government, the State of Indiana, or the United States Government; and


(v) all material or substance that is defined as " hazardous waste" , " extremely hazardous waste" , or a " hazardous substance" pursuant to state, federal or local governmental law, including, but not limited to, asbestos, polychlorobiphenyls (" PCB' s" ) and petroleum products.


7.03: TENANT hereby agrees that it shall be fully liable for all costs and expenses related to the use, storage and disposal of Hazardous Material kept or brought upon the Leased Premises, and the TENANT shall give immediate notice to the LANDLORD of any violation or potential violation of the provisions of this Section 7.


7.04: TENANT shall defend, indemnify and hold harmless LANDLORD, LANDLORD' s officers, agents and employees from and against any all claims, demands, actions, causes of action, loss and liability resulting from or arising from (a) the presence, disposal, release or threatened release of any Hazardous Material, or dangerous medical waste product that is on, from or affecting the soil, water, vegetation, buildings, personal property, persons, animals or otherwise; (b) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to that Hazardous Material; (c) any lawsuit brought or threatened, settlement reached, or governmental order relating to that Hazardous Material; or (d) any violation of the laws applicable thereto caused by the TENANT. TENANT further warrants and represents that should TENANT or TENANT' s guest, customers or any other person leak, discharge, spill or dispose of any hazardous substance on said property that it will assume total financial responsibility for clean-up of said substance and further it will reimburse LANDLORD for any damage LANDLORD might incur arising from said leak, discharge, spill or disposal.


7.05. LANDLORD shall defend, indemnify and hold harmless TENANT, TENANT' s officers, agents and employees from and against any all claims, demands, actions, causes of action, loss and liability resulting from or arising from (a) the presence, disposal, release or threatened release of any Hazardous Material, or dangerous medical waste product that is on, from or affecting the soil, water, vegetation, buildings, personal property, persons, animals or otherwise; (b) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to that Hazardous Material; (c) any lawsuit brought or threatened, settlement reached, or governmental order relating to that Hazardous Material; or (d) any violation of the laws applicable thereto caused by the LANDLORD. LANDLORD further warrants and represents that should LANDLORD or LANDLORD' s guests, customers or any other person leak, discharge, spill or dispose of any hazardous substance on said property that it will assume total financial responsibility for clean-up of said substance and further it will reimburse TENANT for any damage TENANT might incur arising from said leak, discharge, spill or disposal.


7.06: The provisions of this Section 7 shall be in addition to any other obligations and liabilities TENANT or LANDLORD may have to TENANT or LANDLORD at law or equity and shall survive the transactions contemplated herein and shall survive the termination of the Lease.


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8.01: MAINTENANCE OF LEASED PREMISES: Except as provided herein otherwise, the interior of the rental area shall be maintained by the TENANT, including but not limited to wall and floor coverings, painting, and regular normal maintenance of heating, air conditioning, plumbing and doors.


8.02: Except as provided herein otherwise, the exterior of the structure shall be maintained as follows:


(a) LANDLORD shall be responsible for the walls, door and window frames and seals, roof, guttering and utility connections.


(b) TENANT shall be responsible for the door glass, window glass, and all exterior lighting.


8.03: Except as provided herein otherwise, mechanical, electrical, plumbing, heating and air conditioning units including repair and replacement within the Leased area shall be the responsibility of the TENANT.


8.04: Except as provided herein otherwise, maintenance and repair of grounds shall be the responsibility of the TENANT, including but not limited to, drive ways, parking areas, landscaping, sidewalks, lawn care and snow removal.


8.05: Except as provided herein otherwise, TENANT shall be responsible for any maintenance or repair not mentioned in this Lease. This is a net Lease, the intent being the rent received by the LANDLORD shall be free of any expense in connection with the care, maintenance and operation of the Leased Premises.


8.06: Except as provided herein otherwise, TENANT shall be responsible for the deductible portion of expense not covered by the casualty insurance policy should a casualty occur. The deductible portion of said policy shall be no more than One Thousand Dollars ($1000.00).


8.07: Except as provided herein otherwise, LANDLORD shall not be liable to TENANT or any other person, including the guests, customers, invitees, and employees of TENANT for any damage to their person or property caused by the failure of the TENANT to properly maintain the Leased Premises, except if the result of the LANDLORD' s negligence or intentional acts or omission.


9.01: DESTRUCTION: If the Leased Premises should be damaged or destroyed by fire or other cause to such an extent that the cost of repair and restoration would be more than fifty percent (50%) of the amount it would cost to replace the Leased Premises in their entirety at the time such damage or destructing took place, then LANDLORD shall have the right to cancel this Lease by giving TENANT notice of such election within thirty (30) days after the occurrence of such damage or destruction and this Lease shall terminate as of fifteen (15) days after the date such notice is given.


9.02: If LANDLORD fails to exercise this option to terminate then LANDLORD shall at LANDLORD' s expense promptly repair and restore the Leased Premises to substantially the same condition they were in prior to the damage or destruction. The LANDLORD shall at LANDLORD' s expense promptly repair and restore the Leased Premises to substantially the same condition it was in


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prior to the damage or destruction, commencing such within thirty (30) days after the occurrence of such damage or destruction, and diligently finishing the same in not greater than one hundred twenty (120) days after the deadline for said option expires.


9.03: If the Leased Premises should be damaged by fire or other causes to such an extent that the costs of repair and restoration would be less than fifty percent (50%) of the amount it would cost to replace the Leased Premises in their entirety at the time such damage or destruction took place, then this Lease shall not terminate and the LANDLORD shall at LANDLORD' s expense promptly repair and restore the Leased Premises to substantially the same condition it was in prior to the damage or destruction, commencing such within thirty (30) days after the occurrence of such damage or destruction, and diligently finishing the same in not greater than one hundred twenty (120) days.


9.04: In the event the Leased Premises are damaged or destroyed, the rents herein provided, or a fair and equitable ...