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EXHIBIT 10.10


LIMITED PARTNERSHIP AGREEMENT OF


AKW L.P.


among


AKW GENERAL PARTNER L.L.C.,


ACCURIDE VENTURES, INC.,


ACCURIDE CORPORATION, in its capacity
as guarantor of Accuride Ventures, Inc.,


and


KAISER ALUMINUM & CHEMICAL CORPORATION


Dated as of May 1, 1997


TABLE OF CONTENTS
PAGE


ARTICLE 1 DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . 2


ARTICLE 2 FORMATION OF PARTNERSHIP . . . . . . . . . . . . . . . . . . . 9
2.1 Formation. . . . . . . . . . . . . . . . . . . . . . . . . . . 9
2.2 Partnership Name . . . . . . . . . . . . . . . . . . . . . . . 9
2.3 Principal Business Office, Registered Office and
Registered Agent . . . . . . . . . . . . . . . . . . . . . . . 9
2.4 Business Purposes. . . . . . . . . . . . . . . . . . . . . . . 9
2.5 The Certificate, Etc.. . . . . . . . . . . . . . . . . . . . . 9
2.6 Term of Partnership. . . . . . . . . . . . . . . . . . . . . . 10
2.7 Qualification in Other Jurisdictions . . . . . . . . . . . . . 10
2.8 Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10


ARTICLE 3 CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . 10
3.1 Capital Contributions. . . . . . . . . . . . . . . . . . . . . 10
3.2 Capital Accounts . . . . . . . . . . . . . . . . . . . . . . . 11
3.3 Capital Account Maintenance. . . . . . . . . . . . . . . . . . 12
3.4 Withdrawals. . . . . . . . . . . . . . . . . . . . . . . . . . 12


ARTICLE 4 ALLOCATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.1 Allocations of Profit and Loss . . . . . . . . . . . . . . . . 12
4.2 Tax Allocations. . . . . . . . . . . . . . . . . . . . . . . . 12
4.3 Special Allocations. . . . . . . . . . . . . . . . . . . . . . 13
4.4 Restorative Allocations. . . . . . . . . . . . . . . . . . . . 14
4.5 Section 754 Election . . . . . . . . . . . . . . . . . . . . . 14


ARTICLE 5 DISTRIBUTIONS. . . . . . . . . . . . . . . . . . . . . . . . . 15
5.1 Distributions. . . . . . . . . . . . . . . . . . . . . . . . . 15
5.2 Withholding. . . . . . . . . . . . . . . . . . . . . . . . . . 15
5.3 Restricted Distributions . . . . . . . . . . . . . . . . . . . 16


ARTICLE 6 MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . 16
6.1 Management of the Partnership. . . . . . . . . . . . . . . . . 16
6.2 Limitations on Limited Partners. . . . . . . . . . . . . . . . 16
6.3 Duty of Good Faith . . . . . . . . . . . . . . . . . . . . . . 16
6.4 Environmental and Health and Safety Audits . . . . . . . . . . 17
6.5 Implementation; Further Assurances . . . . . . . . . . . . . . 17


ARTICLE 7 BOOKS; ACCOUNTING; TAX MATTERS; REPORTS. . . . . . . . . . . . 17
7.1 Books and Records. . . . . . . . . . . . . . . . . . . . . . . 17
7.2 Financial Statements . . . . . . . . . . . . . . . . . . . . . 17
7.3 Audit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
7.4 Bank Accounts. . . . . . . . . . . . . . . . . . . . . . . . . 18
7.5 Tax Matters. . . . . . . . . . . . . . . . . . . . . . . . . . 18
7.6 Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . 20


ARTICLE 8 RIGHTS AND OBLIGATIONS OF PARTNERS . . . . . . . . . . . . . . 21
8.1 Limited Liability. . . . . . . . . . . . . . . . . . . . . . . 21
8.2 Access to Information; Records . . . . . . . . . . . . . . . . 21
8.3 Indemnification. . . . . . . . . . . . . . . . . . . . . . . . 21


8.4 Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . 22


ARTICLE 9 TRANSFERS OF INTERESTS; RIGHTS OF FIRST OFFER. . . . . . . . . 22
9.1 General Restriction. . . . . . . . . . . . . . . . . . . . . . 22
9.2 Right of First Offer . . . . . . . . . . . . . . . . . . . . . 22
9.3 Buy/Sell Option. . . . . . . . . . . . . . . . . . . . . . . . 23
9.4 Transfers to Affiliates. . . . . . . . . . . . . . . . . . . . 24
9.5 Substitution of a Limited Partner. . . . . . . . . . . . . . . 24
9.6 Nonrecognition of Certain Transfers. . . . . . . . . . . . . . 25


ARTICLE 10 TERMINATION. . . . . . . . . . . . . . . . . . . . . . . . . . 25
10.1 Events of Dissolution. . . . . . . . . . . . . . . . . . . . . 25
10.2 Liability for Wrongful Dissolution . . . . . . . . . . . . . . 26
10.3 Distributions to Partners. . . . . . . . . . . . . . . . . . . 26
10.4 Application of Assets. . . . . . . . . . . . . . . . . . . . . 26
10.5 Termination. . . . . . . . . . . . . . . . . . . . . . . . . . 27


ARTICLE 11 CONFIDENTIAL INFORMATION; COVENANT NOT TO COMPETE. . . . . . . 27
11.1 Confidential Information . . . . . . . . . . . . . . . . . . . 27
11.2 Covenant Not To Compete. . . . . . . . . . . . . . . . . . . . 27


ARTICLE 12 MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . 28
12.1 Waiver, Amendment, Etc.. . . . . . . . . . . . . . . . . . . . 28
12.2 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
12.3 Materials. . . . . . . . . . . . . . . . . . . . . . . . . . . 30
12.4 Word Meanings. . . . . . . . . . . . . . . . . . . . . . . . . 30
12.5 Binding Provisions . . . . . . . . . . . . . . . . . . . . . . 30
12.6 GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . . . . 30
12.7 Arbitration. . . . . . . . . . . . . . . . . . . . . . . . . . 30
12.8 Separability of Provisions . . . . . . . . . . . . . . . . . . 31
12.9 Table of Contents; Headings. . . . . . . . . . . . . . . . . . 31
12.10 Further Assurances . . . . . . . . . . . . . . . . . . . . . . 31
12.11 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . 31
12.12 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . 31
12.13 Survival of Certain Provisions . . . . . . . . . . . . . . . . 31
12.14 Specific Performance . . . . . . . . . . . . . . . . . . . . . 32


SCHEDULES


Schedule A Capital Contributions


Exhibit A Business Plan


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AKW L.P.


LIMITED PARTNERSHIP AGREEMENT


LIMITED PARTNERSHIP AGREEMENT OF AKW L.P. (the "PARTNERSHIP"), dated as of May 1, 1997, among AKW GENERAL PARTNER L.L.C., a Delaware limited liability company (the "GENERAL PARTNER"), ACCURIDE VENTURES, INC., a Delaware corporation ("ACCURIDE SUB") and wholly-owned subsidiary of Accuride Corporation, a Delaware corporation ("ACCURIDE"), ACCURIDE CORPORATION, in its capacity as guarantor of Accuride Sub, and KAISER ALUMINUM & CHEMICAL CORPORATION, a Delaware corporation ("KAISER") (Accuride Sub and Kaiser are sometimes hereinafter referred to individually as a "LIMITED PARTNER" and collectively as "LIMITED PARTNERS").


W I T N E S S E T H:


WHEREAS, the General Partner, Accuride Sub and Kaiser desire to form and capitalize the Partnership in order to engage in the Business (as hereinafter defined);


WHEREAS, the Partnership is to be formed under the Delaware Revised Uniform Limited Partnership Act, Del. Code Ann tit. 6, Sections 17-101 ET SEQ. (as from time to time amended and including any successor statute of similar import, the "ACT"), pursuant to a Certificate of Limited Partnership to be filed with the office of the Secretary of State of the State of Delaware;


WHEREAS, the General Partner, Accuride and Kaiser have entered into a Contribution Agreement, dated the date hereof (the "CONTRIBUTION AGREEMENT"), pursuant to which the General Partner, Accuride (on behalf of Accuride Sub) and Kaiser have agreed to contribute certain assets to capitalize the Partnership;


WHEREAS, Accuride Sub and Kaiser have entered into an Interest Purchase Agreement, dated the date hereof (the "INTEREST PURCHASE AGREEMENT"), pursuant to which Kaiser will sell a portion of its Interest (as hereinafter defined) in the Partnership to Accuride Sub so that upon consummation of such sale, each of Accuride Sub and Kaiser will have a 49% Interest in the Partnership;


WHEREAS, the General Partner, Accuride Sub and Kaiser desire to set forth their agreement as to the management of the Partnership, transfers of Interests in the Partnership and certain other matters relating to the Partnership;


NOW, THEREFORE, in consideration of the mutual covenants, and subject to the terms and conditions, contained


herein, in the Limited Liability Company Agreement between Accuride Sub and Kaiser (the "LIMITED LIABILITY COMPANY AGREEMENT") and in the Contribution Agreement, the parties hereto agree as follows:


ARTICLE 1


DEFINITIONS


Capitalized terms used in this Agreement shall have the meanings set forth below or in the Section of this Agreement referred to below:


"ACCOUNTING PERIOD" means the period beginning on the day following any Adjustment Date (or, in the case of the first Accounting Period, beginning on the day of formation of the Partnership) and ending on the next succeeding Adjustment Date.


"ACCURIDE" has the meaning given in the first paragraph hereof.


"ACCURIDE EXCLUDED CONTRACTS" has the meaning given in the Contribution Agreement.


"ACCURIDE SUB" has the meaning given in the first paragraph hereof.


"ACT" has the meaning given in the recitals.


"ADJUSTMENT DATE" means (I) the last day of each Fiscal Year, (II) the day before the date of admission of any substituted or additional Partner, (III) the day before the date any Capital Contribution which is not proportionate to the Partners' Interests is made or deemed to be made, (IV) the day before the date a Partner ceases to be a partner of the Partnership, (V) the day before the date of any distribution made or deemed to be made by the Partnership which is not proportionate to the Partners' Interests or (VI) any other date determined by the Partners as appropriate for a closing of the Partnership's books.


"AFFILIATE" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with, such Person. Control of any Person shall consist of the power to direct the management and policies of such Person whether through the ownership of voting securities or by contract or otherwise and shall be deemed to exist upon the ownership of securities entitling the holder thereof to exercise more than 50% of the voting power in the election of directors of such Person.


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"AGREEMENT" means this Limited Partnership Agreement, as it may be amended, restated or supplemented from time to time as herein provided.


"ANCILLARY AGREEMENTS" means this Agreement, the Certificate, the Contribution Agreement, the Interest Purchase Agreement and all other agreements which are included in the definition of "Ancillary Agreements" in the Contribution Agreement.


"BANKRUPTCY" means, with respect to any Partner, (i) the filing by that Partner of a voluntary petition seeking liquidation, reorganization, arrangement or readjustment, in any form, of its debts under Title 11 of the United States Code or any other Federal or state insolvency law, or a Partner's filing an answer consenting to or acquiescing in any such petition, (ii) the making by that Partner of any assignment for the benefit of his creditors or (iii) the expiration of 60 days after the filing of an involuntary petition under Title 11 of the United States Code, an application for the appointment of a receiver, trustee or custodian for the assets of that Partner, or an involuntary petition seeking liquidation, reorganization, arrangement or readjustment of its debts under any other Federal or state insolvency law, provided that the same shall not have been vacated, set aside or stayed within such 60-day period.


"BID" has the meaning given in Section 9.3.


"BOOK GAIN OR BOOK LOSS" means the gain or loss, as the case may be, recognized by the Partnership for book purposes in any Accounting Period by reason of any sale or other disposition (including any distribution to a Partner) of any of the assets of the Partnership, computed by reference to the Book Value of such assets as of the date of any such sale or other disposition (including any such distribution), rather than by reference to the tax basis of such assets as of such date, and each reference herein to "gain" or "loss" shall be deemed to refer to Book Gain or Book Loss, rather than to tax gain or tax loss, unless the context specifically requires otherwise.


"BOOK VALUE", as of any date, means the value at which the asset is reflected on the books and records of the Partnership as of such date, the initial Book Value of each asset being its cost to the Partnership, unless such asset is contributed to the Partnership by a Partner in which case the initial Book Value shall be the Fair Value of such asset, in all cases, with such Book Value thereafter adjusted for Depreciation with respect to such asset (rather than for the cost recovery deductions to which the Partnership is entitled for federal income tax purposes with respect thereto), PROVIDED that the Book Value of such asset shall not be reduced below zero. The Book Values of all assets of the Partnership shall be adjusted in accordance with Section 1.704- 1(b)(2)(iv)(f) of the Treasury Regulations.


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"BUSINESS" has the meaning given in Section 2.4.


"BUSINESS DAY" means any calendar day other than a Saturday or Sunday or a day on which either state or national banks in the States of Pennsylvania, Arizona, California, Kentucky, Ohio or New York are not open for the conduct of normal banking business.


"BUSINESS PLAN" means the definitive business plan for the Partnership substantially in the form of Exhibit A hereto, and any subsequent plan approved by the General Partner.


"BUY-SELL NOTICE" has the meaning given in Section 9.3.


"CAPITAL ACCOUNT" has the meaning given in Section 3.2, as adjusted pursuant to the provisions of this Agreement.


"CAPITAL CONTRIBUTION" means, as to any Partner, at any time, the aggregate of the amount of any cash and the initial Book Value of any property (net of the amount of any liability which is assumed by the Partnership in connection with such contribution or secured by such property) contributed to the Partnership by such Partner pursuant to Section 3.1 of this Agreement. Notwithstanding anything to the contrary in this Agreement or the Contribution Agreement, none of the amounts that Kaiser pays to or on behalf of the Partnership pursuant to Section 6.3 or 6.4 of the Contribution Agreement shall be treated as capital contributions for any purpose of this Agreement.


"CERTIFICATE" means the Certificate of Limited Partnership of the Partnership as provided for pursuant to the Act, as filed with the office of the Secretary of State of the State of Delaware, as amended and restated from time to time pursuant to this Agreement or otherwise.


"CLAIM" has the meaning given in Section 8.3.


"CLOSING DATE" has the meaning given in the Contribution Agreement.


"CODE" means the Internal Revenue Code of 1986, as amended from time to time, and any successor act thereto, and, to the extent applicable, any Treasury Regulations promulgated thereunder.


"CONTRIBUTION AGREEMENT" has the meaning given in the recitals.


"DEPRECIATION" means, with respect to a specified asset, for any Accounting Period, any depreciation, depletion, amortization or other cost recovery deduction allowable with respect to such asset for such Accounting Period, PROVIDED that if the Book Value of such asset differs from its adjusted basis for federal income tax purposes at the beginning of such


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Accounting Period, Depreciation shall be an amount that bears the same relationship to the Book Value of such asset as the depreciation, depletion, amortization or other cost recovery deduction computed for such tax purposes with respect to such asset for such Accounting Period bears to the adjusted tax basis of such asset at the beginning of such Accounting Period, or if such asset has a zero adjusted tax basis, Depreciation shall be an amount determined under any reasonable method selected by the General Partner.


"EFFECTIVE DATE" has the meaning given in Section 2.1.


"FAIR VALUE" means, with respect to any specified asset, its value as determined by the General Partner or by appraisal (as directed or requested by the General Partner), PROVIDED that the Fair Value of each asset contributed to the Partnership pursuant to the Contribution Agreement shall be the value as set forth in Schedule 2.2 to the Contribution Agreement.


"FISCAL YEAR" means the fiscal year of the Partnership and shall be the same as its taxable year, which shall be the calendar year unless otherwise required by the Code. Each Fiscal Year shall commence on the day immediately following the last day of the immediately preceding Fiscal Year, except that the initial Fiscal Year shall begin on the Closing Date.


"GAAP" has the meaning given in Section 7.1.


"GENERAL PARTNER" has the meaning given in the first paragraph hereof.


"INDEMNIFIED PERSONS" has the meaning given in Section 8.3.


"INITIAL OFFER" has the meaning given in Section 9.3.


"INITIATING LIMITED PARTNER" has the meaning given in Section 9.3.


"INTEREST" means, with respect to a Partner, the entire interest of such Partner in the Partnership at any time, which interest, except as otherwise provided in the second succeeding sentence, shall be proportionate to its Capital Contribution, PROVIDED that if, at any time after the Closing Date, a Partner or Partners make any Capital Contribution to the Partnership that is not in proportion to the Partners' respective Interests immediately prior to such Capital Contribution, then unless otherwise determined by the General Partner (I) the aggregate values of the Interests of all Partners prior to such Capital Contribution shall be adjusted to their Fair Values, (II) the Book Values of the assets of the Partnership shall be adjusted accordingly, and (III) a Partner's Interest after such Capital Contribution shall be equal to (X) the sum of the Fair Value of such Partner's Interest prior to such Capital Contribution and


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the amount of such Capital Contribution made by such Partner (Y) divided by the aggregate Fair Values of the Interests of all Partners prior to such Capital Contribution and the aggregate amount of such Capital Contributions made by all Partners at such time. A Partner's Interest shall include the right of such Partner to any and all benefits to which a Partner may be entitled as provided in this Agreement, together with the obligations of such Partner to comply with the terms of this Agreement. Upon completion of the transactions contemplated by the Contribution Agreement and the Interest Purchase Agreement, the General Partner shall initially hold an Interest equal to 2% of the total Interests of the Partners and each of Accuride Sub and Kaiser shall initially hold an Interest equal to 49% of the total Interests of the Partners, subject in each instance to adjustment from time to time pursuant to the applicable provisions of this Agreement.


"INTEREST PURCHASE AGREEMENT" has the meaning given in the recitals.


"JOINT VENTURE PRODUCTS" means (I) aluminum wheels 16" in diameter and larger primarily for light, medium and heavy duty trucks, trailers and buses (classes 1-8), although certain of such wheels may also be sold into the automotive original equipment manufacturer market; (II) tire molds for automotive and light-medium-heavy truck applications, as to each of clauses (i) and (ii) above, produced by forging, fabricating or casting for marketing and sale worldwide, including without limitation in the original equipment manufacturer market, after-market and repair and replacement markets; and (III) such additional or different products as the General Partner may approve. Notwithstanding the foregoing, Joint Venture Products shall not include, without Kaiser's written consent, motorcycle wheels and wheel parts, wheel centers for any applications, forged one piece wheel blanks sold to other wheel manufacturers and finished wheels for the automotive aftermarket produced or being contemplated for production by Kaiser.


"KAISER" has the meaning given in the first paragraph hereof.


"KAISER EXCLUDED INVENTORY" has the meaning given in the Contribution Agreement.


"LIMITED LIABILITY COMPANY AGREEMENT" has the meaning given in the recitals.


"LIMITED PARTNER" means either Accuride Sub or Kaiser, or any Person who becomes a Limited Partner as herein provided and who is listed as a limited partner of the Partnership in the books and records of the Partnership, in such Person's capacity as a limited partner of the Partnership.


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"NONRECOURSE DEDUCTIONS" has the meaning given in Section 1.704- 2(b)(1) of the Treasury Regulations.


"OFFER" has the meaning given in Section 9.2(a).


"OFFER NOTICE" has the meaning given in Section 9.2(a).


"OFFERED INTEREST" has the meaning given in Section 9.2(a).


"OFFERED LIMITED PARTNERS" has the meaning given in Section 9.2(a).


"OFFERING LIMITED PARTNER" has the meaning given in Section 9.2(a).


"PARTNER NONRECOURSE DEBT" has the meaning given in Section 1.704-2(b)(4) of the Treasury Regulations.


"PARTNER NONRECOURSE DEBT MINIMUM GAIN" has the meaning given in Section 1.704-2(i)(2) of the Treasury Regulations.


"PARTNER NONRECOURSE DEDUCTIONS" has the meaning given in Section 1.704-2(i)(1) of the Treasury Regulations.


"PARTNER" means the General Partner or any Limited Partner.


"PARTNERSHIP" means AKW L.P., a Delaware limited partnership.


"PARTNERSHIP MINIMUM GAIN" has the meaning given in Section 1.704-2(b)(2) of the Treasury Regulations.


"PERSON" means any individual, corporation, partnership, association, public body, governmental authority or other entity.


"PROFIT" or "LOSS" means for any Accounting Period the net income or net loss of the Partnership for such Accounting Period, including any items that are separately stated for purposes of Section 702(a) of the Code, as determined in accordance with federal income tax accounting principles, with the following adjustments:


(a) any income of the Partnership that is exempt from federal
income tax shall be included as income;


(b) any expenditures of the Partnership described in Section
705(a)(2)(B) of the Code or treated as such Section 705(a)(2)(B)
expenditures pursuant to Section 1.704-1(b)(2)(iv)(i) of the
Treasury Regulations shall be treated as current expenses;


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(c) Book Gain or Book Loss shall be taken into account in lieu of
any tax gain or tax loss recognized by the Partnership;


(d) in lieu of depreciation, amortization, depletion, and other
cost recovery deductions taken into account in computing the
taxable income or loss of the Partnership, there shall be taken
into account Depreciation for such period, computed as provided in
this Agreement;


(e) if any asset of the Partnership is distributed in kind during
such Accounting Period, the Partnership shall be deemed to have
realized Profit or Loss thereon in the same manner as if the
Partnership had sold such asset for an amount equal to the greater
of (I) the Fair Value of such asset or (II) the amount of any debt
to which such asset is then subject; and


(f) notwithstanding any other provisions of this definition, any
items which are specially allocated pursuant to Section 4.3 shall
not be taken into account.


"RECEIVING LIMITED PARTNER" has the meaning given in Section 9.3.


"RESPONSE" has the meaning given in Section 9.3.


"SPEEDLINE AGREEMENTS" means, collectively, the Cast Aluminum Wheel Supply Agreement, dated as of December 1, 1995, between Accuride and Speedline Aluminia, S.p.A. ("Speedline"); the Memorandum of Agreement re: Cast Aluminum Wheel Venture, dated as of December 1, 1995, between Accuride and Speedline; and the Letter Agreement, dated June 1, 1996, between Accuride and Speedline.


"STRATEGIC PLAN" has the meaning given in Section 6.4 of the Limited Liability Company Agreement.


"SUBSTITUTED LIMITED PARTNER" has the meaning given in Section 9.5.


"TAX MATTERS PARTNER" has the meaning given in Section 7.5(a).


"TIRE MOLD BUSINESS" has the meaning set forth in 11.2(b).


"TRANSFER" has the meaning given in Section 9.1.


"TREASURY REGULATIONS" means the federal income tax regulations, including any temporary or proposed regulations,


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promulgated under the Code, as such may be amended from time to time.


ARTICLE 2


FORMATION OF PARTNERSHIP


1 FORMATION. By execution of this Agreement, each of the Partners, or their designees, is hereby authorized to execute and file the Certificate pursuant to the Act with the Secretary of State of the State of Delaware to be effective upon the date filed (the "EFFECTIVE DATE"), and upon the occurrence of the Effective Date, the Partnership will be formed as a Delaware limited partnership.


2 PARTNERSHIP NAME. The name of the Partnership shall be AKW L.P. The Business of the Partnership shall be conducted under such name or such other names as the General Partner shall from time to time approve.


3 PRINCIPAL BUSINESS OFFICE, REGISTERED OFFICE AND REGISTERED AGENT. The Partnership shall maintain its principal business office, initially, at 1015 East 12th Street, Erie, Pennsylvania 16503 and shall move such principal business
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