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As filed with the Securities and Exchange Commission on July 6, 2010

Registration No. 333-167111

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Amendment No. 1 to

FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ACCURIDE CORPORATION

(Exact Name of Registrant as Specified in its Charter)

See Table of Additional Co-Registrants Included in this Registration Statement

7140 Office Circle

Evansville, Indiana 47715

(812) 962-5000

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Stephen A. Martin, Esq.
Vice President / General Counsel
Accuride Corporation
7140 Office Circle

Evansville, Indiana 47715
(812) 962-5000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

with copies to:

Christopher D. Lueking, Esq.
Latham & Watkins LLP
233 South Wacker Drive, Suite 5800
Chicago, Illinois 60606
(312) 876-7700

Approximate date of commencement of proposed sale to the public:  From time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerate filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

CALCULATION OF REGISTRATION FEE

(1)   Includes notes issuable as paid-in-kind interest through February 26, 2013.

(2)   Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(3)   Equals the aggregate principal amount of notes being registered.

(4)   Represents (a) the maximum number of shares of common stock issuable upon conversion of the notes registered hereby at a maximum conversion rate of 2,022.0742 shares of common stock for each $1,000 principal amount of notes (including shares issuable upon the conversion of notes issued as paid-in-kind interest), which is 353,064,258 shares, (b) 28,907,745 shares of common stock issued upon our emergence from bankruptcy (i) to certain entities as payment of a backstop fee in connection with the offering of the notes or (ii) in exchange for our prepetition securities, and (c) the maximum number of shares of common stock issuable upon exercise of certain warrants issued upon our emergence from bankruptcy held by certain selling securityholders, which is 2,002,330 shares. Pursuant to Rule 416 under the Securities Act, the registrants are also registering such indeterminate number of shares of common stock as may be issued from time to time upon conversion of the notes as a result of the anti-dilution provisions applicable to stock splits, stock dividends and similar transactions.

(5)   Estimated solely for the purpose of calculating the registration fee payable in connection with the 30,910,075 shares of common stock described in clauses (b) and (c) of the paragraph above.  The calculations of the proposed maximum offering price per share and the proposed maximum aggregate offering price are based on the average high and low sale prices of our common stock as quoted on the OTC Bulletin Board on June 29, 2010.  No additional consideration will be received for the 353,064,258 shares of common stock issuable upon conversion of the notes, and therefore no registration fee is required pursuant to Rule 457(i) under the Securities Act.

(6)   The notes are guaranteed by the guarantors named in the table of Additional Co-Registrants. No separate consideration will be paid in respect of the guarantees pursuant to Rule 457(n) of the Securities Act.

(7)   A registration fee of $15,089 was previously paid in connection with the initial filing of this registration statement on May 26, 2010.

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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Table of Additional Co-Registrants

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The information in this prospectus is not complete and may be changed.  These securities may not be sold until the registration statement filed with the Securities and Exchange Commission relating to these securities is effective.  This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, Dated July 6, 2010

PROSPECTUS

Accuride Corporation

$140,000,000 7.5% Senior Convertible Notes due 2020

Shares of Common Stock

On February 26, 2010, upon our emergence from Chapter 11 bankruptcy proceedings and pursuant to the plan of reorganization confirmed by the bankruptcy court on February 18, 2010, which we refer to as the Plan of Reorganization, among other things, we issued (i) $140,000,000 aggregate principal amount of our 7.5% Senior Convertible Notes due 2020, which we refer to as the notes, (ii) shares of our postpetition common stock, which we refer to as common stock, in exchange for our prepetition 8.5% Senior Subordinated Notes due 2015, which we refer to as the old subordinated notes, and for our prepetition common stock, which we refer to as the old common stock, (iii) shares of our common stock to parties that backstopped the offering of the notes, whom we refer to as the backstop providers and (iv) warrants, which we refer to as the warrants, in exchange for our prepetition common stock. This prospectus will be used by selling securityholders to resell (a) the notes, (b) the common stock issuable upon conversion of the notes, (c) certain shares of common stock issued to the backstop providers, whether pursuant to the backstop or otherwise, on the effective date of the Plan of Reorganization, as described in clauses (ii) and (iii) of the preceding sentence and (d) the common stock issuable upon exercise of the warrants issued to certain backstop providers. We refer to the common stock being registered pursuant to clauses (c) and (d) of the preceding sentence as backstop provider common stock and to the common stock being registered pursuant to clauses (b), (c) and (d) of the preceding sentence collectively as registrable common stock.

The notes will bear interest at a rate of 7.5% per annum and will mature on February 26, 2020.  The first six interest payments will be paid-in-kind, which we refer to as PIK, interest.  Thereafter, beginning on August 26, 2013, interest on the notes will be paid in cash.  Holders may convert the notes at their option at any time prior to the close of business on the second trading day immediately preceding the maturity date at an initial conversion rate of 1,333.3333 shares of common stock per $1,000 principal amount of notes, equivalent to an initial conversion price of $0.75 per share of common stock.  The conversion rate is subject to adjustment in some events, including for dilution upon the payment of PIK interest.  We will not receive any proceeds from the sale by the selling securityholders of the notes or the registrable common stock. Other than selling commissions and fees and stock transfer taxes, we will pay all expenses of the registration and sale of the notes and the registrable common stock.

You should read this prospectus carefully before you invest in our securities.  You should read this prospectus together with additional information described under the headings “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference” before you make your investment decision.

Our common stock is quoted on the OTC Bulletin Board, which we refer to as the OTCBB, under the symbol “ACUZ.”  The last reported sale price of our common stock on the OTCBB on July 2, 2010 was $1.19 per share.

Investing in shares of our common stock involves a high degree of risk. Before buying any shares, you should read the discussion of material risks in “Risk Factors” on page 4 of this prospectus.

The complete mailing address and telephone number of our principal executive offices is:

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Accuride Corporation
7140 Office Circle

Evansville, Indiana 47715
(812) 962-5000

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.  Any representation to the contrary is a criminal offense.

The date of this prospectus is        , 2010.

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You should rely only on the information contained in this prospectus and the documents incorporated by reference in this prospectus or to which we have referred you.  We have not authorized anyone to provide you with different information.  If anyone provides you with different or inconsistent information, you should not rely on it.  This prospectus does not constitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by this prospectus in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction.  You should not assume that the information contained in this prospectus or any document incorporated by reference is accurate as of any date other than the date on the front cover of this prospectus.  Neither the delivery of this prospectus nor any distribution of securities pursuant to this prospectus shall, under any circumstances, create any implication that there has been no change in the information set forth or incorporated by reference into this prospectus or in our affairs since the date of this prospectus.  Our business, financial condition, results of operations and prospects may have changed since that date.

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PROSPECTUS SUMMARY

This summary highlights the information contained elsewhere or incorporated by reference into this prospectus. Because this is only a summary, it does not contain all of the information that may be important to you. For a more complete understanding of this offering, we encourage you to read this entire prospectus together with the documents incorporated by reference into this prospectus.

In this prospectus, unless otherwise stated or the context otherwise requires, “the Company”, “we”, “our”, and “us” refers to Accuride Corporation and its subsidiaries.

Our Company

We are one of the largest manufacturers and suppliers of commercial vehicle components in North America, offering one of the broadest product lines in the commercial vehicle industry.  We believe that we have the number one or number two market position in a variety of heavy- and medium-duty commercial vehicle products including: steel wheels, forged aluminum wheels, brake drums, disc wheel hubs, metal bumpers and seating assemblies. We market our products under some of the most recognized brand names in the industry, including Accuride, Bostrom, Brillion, Fabco, Gunite, Highway  Original and Imperial. We have long-standing relationships with the leading original equipment manufacturers, which we refer to as OEMs, and the related aftermarket channels in most major segments of the commercial vehicle market, including heavy- and medium-duty trucks, commercial trailers, light trucks, buses, as well as specialty and military vehicles.

Our principal executive offices are located at 7140 Office Circle, Evansville, Indiana 47715 and our telephone number at that address is (812) 962-5000.

The Offering

The following summary contains basic information about the notes and the registrable common stock and is not intended to be complete. It does not contain all the information that is important to you. For a more complete understanding of these securities, please refer to the indenture governing the notes and the sections of this prospectus entitled “Description of Notes” and “Description of Capital Stock.”  For purposes of the summary below, references to “the Company”, “us”, “we” and “our” refer only to Accuride Corporation and do not include our subsidiaries.

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RISK FACTORS

Our business, operations and financial condition are subject to various risks. The market or trading price of our securities could decline due to any of these risks.  In addition, please read “Forward-Looking Statements” in this prospectus, where we describe additional uncertainties associated with our business and the forward-looking statements included or incorporated by reference in this prospectus.

Risks Related to Our Business and Industry

Current economic conditions, including those related to the credit markets and the commercial vehicle industry, may have a material adverse effect on our business, results of operations or financial condition.

Recent global market and economic conditions have been unprecedented and challenging with tighter credit conditions and recession in most major economies continuing into 2010. Continued concerns about the systemic impact of potential long-term and wide-spread recession, energy costs, geopolitical issues, the availability and cost of credit, and the global housing and mortgage markets have contributed to increased market volatility and diminished expectations for Western and emerging economies.

Furthermore, the commercial vehicle supply industry in which we operate has traditionally been highly competitive and cyclical, and, as a result, has experienced significant downturns in connection with, or in anticipation of, declines in general economic conditions. Accordingly, the current general economic conditions have resulted in a severe downturn in the commercial vehicle supply industry resulting in a significant decline in our sales volume and necessitating our Chapter 11 bankruptcy filing in October 2009.  We cannot accurately predict how prolonged this downturn may be.

These economic conditions may impact our business in a number of ways, including:

·                  Limited Access to Capital Markets.  As a result of these overall market conditions, the cost and availability of credit has been and may continue to be adversely affected by illiquid credit markets and wider credit spreads. Continued turbulence in the U.S. and international markets and economies and prolonged declines in business and consumer spending may affect our ability to refinance maturing liabilities and access the capital markets to meet our liquidity needs.

·                  Availability of Trade Credit.  We currently maintain trade credit with certain of our key suppliers and utilize such credit to purchase significant amounts of raw materials and other supplies with payment terms. As conditions in the commercial vehicle supply industry have become less favorable, key suppliers have been seeking to shorten trade credit terms or to require cash in advance for payment. If a significant number of our key suppliers were to shorten or eliminate our trade credit, our inability to finance large purchases of our key supplies and raw materials would increase our costs and negatively impact our liquidity and cash flow.

·                  Lower Sales Uncertainty.  Current and future economic conditions may cause our customers to defer purchases or our customers may be unable to obtain sufficient credit to finance purchases of our products and meet their payment obligations to us. Certain of our customers may also need us to extend additional credit commitments. A continuation of the current credit crisis could require us to make difficult decisions between increasing our level of customer financing or potentially losing sales to these customers.

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·                  Reduced Pricing.  Any continued reduction in consumer and commercial spending and competitive threats may drive us to reduce product pricing, which would have a negative impact on gross profit. Moreover, reduced revenues as a result of a softening of the economy may also reduce our working capital and interfere with our short term and long term strategies.

The risks outlined above could have a material adverse effect on our business, results of operations or financial condition.

We rely on, and make significant operational decisions based in part upon, industry data and forecasts that may prove to be inaccurate.

We continue to operate in a challenging economic environment and our ability to maintain liquidity may be affected by economic or other conditions that are beyond our control and which are difficult to predict. The 2010 production forecasts by ACT Publications for the significant commercial vehicle markets that we serve, as of May 10, 2010, are as follows:

Based on the these production builds, we expect that our liquidity will be sufficient to fund currently anticipated working capital, capital expenditures, and debt service requirements for at least the next twelve months. However, if our net sales are significantly less than expectations, given the volatility and the calendarization of the production builds as well as the other markets that we serve, or due to the challenging credit markets, we could have insufficient liquidity, which could have a material adverse effect on our business, results of operations or financial condition.

The failure to realize cost savings under our cost restructuring plan could adversely affect our business.

During 2008 and 2009, and continuing into 2010, we implemented various cost reduction initiatives in response to, among other things, significant downturns in our industry. These initiatives have included aligning our workforce in response to slowdowns in the industry and consolidating certain of our facilities. We have recorded pre-tax restructuring expenses to cover costs associated with our cost reduction initiatives. We cannot assure you that these cost reduction initiatives will sufficiently help in returning us to profitability. Because our restructuring activities involve changes to many aspects of our business, the cost reductions could adversely impact productivity and sales to an extent we have not anticipated. Even if these activities generate the anticipated cost savings, there may be other unforeseeable and unintended factors or consequences that could adversely impact our profitability and business, including unintended employee attrition.

We have experienced significant historical, and may experience significant future, operating losses and net income losses which may hinder our ability to meet our debt service or working capital requirements.

As of March 31, 2010, the Company had a stockholders’ deficiency of $3.6 million.  The Company had operating income of $29.6 million in 2007 and operating losses of $276.6 million in 2008 and $65.1 million in 2009 and net income loss of $8.6 million in 2007, $328.3 million in 2008 and $140.1 million in 2009.  During the three months ended March 31, 2010, the Company recognized net income of $59.3 million related to reorganization items.  Even with the reduction in indebtedness through our recent reorganization under Chapter 11, future losses may continue.  We cannot assure you that we will recognize net income in future periods.  If we cannot generate net income or sufficient operating profitability, we may not be able to meet our debt service or working capital requirements.

We are dependent on sales to a small number of our major customers and on our status as standard supplier on certain truck platforms of each of our major customers.

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Sales, including aftermarket sales, to Navistar, Inc., which we refer to as Navistar, PACCAR, Inc., which we refer to as PACCAR, Daimler Truck North America, which we refer to as DTNA, and Volvo Truck Corporation, which we refer to as Volvo/Mack, constituted approximately 19%, 16%, 14%, and 7%, respectively, of our 2009 net sales. No other customer accounted for more than 5% of our net sales for this period. The loss of any significant portion of sales to any of our major customers would likely have a material adverse effect on our business, results of operations or financial condition.

We are a standard supplier of various components at a majority of our major customers, which results in recurring revenue as our standard components are installed on most trucks ordered from that platform, unless the end user specifically requests a different product, generally at an additional charge. The selection of one of our products as a standard component may also create a steady demand for that product in the aftermarket. We may not maintain our current standard supplier positions in the future, and may not become the standard supplier for additional truck platforms. The loss of a significant standard supplier position or a significant number of standard supplier positions with a major customer could have a material adverse effect on our business, results of operations or financial condition.

We are continuing to engage in efforts intended to improve and expand our relations with each of Navistar, PACCAR, DTNA and Volvo/Mack. We have supported our position with these customers through direct and active contact with end users, trucking fleets, and dealers, and have located certain of our marketing personnel in offices near these customers and most of our other major customers. We may not be able to successfully maintain or improve our customer relationships so that these customers will continue to do business with us as they have in the past or be able to supply these customers or any of our other customers at current levels. The loss of a significant portion of our sales to Navistar, PACCAR, DTNA or Volvo/Mack could have a material adverse effect on our business, results of operations or financial condition. In addition, the delay or cancellation of material orders from, or problems at, Navistar, PACCAR, DTNA or Volvo/Mack, or any of our other major customers could have a material adverse effect on our business, results of operations or financial condition.

Increased cost or reduced supply of raw materials and purchased components may adversely affect our business, results of operations or financial condition.

Our business is subject to the risk of price increases and fluctuations and periodic delays in the delivery of raw materials and purchased components that are beyond our control. Our operations require substantial amounts of raw steel, aluminum, steel scrap, pig iron, electricity, coke, natural gas, sheet and formed steel, bearings, purchased components, fasteners, foam, fabrics, silicon sand, binders, sand additives, coated sand, and tube steel. Fluctuations in the delivery of these materials may be driven by the supply/demand relationship for material, factors particular to that material or governmental regulation for raw materials such as electricity and natural gas. In addition, if any of our suppliers seeks bankruptcy relief or otherwise cannot continue its business as anticipated or we cannot renew our supply contracts on favorable terms, the availability or price of raw materials could be adversely affected. Fluctuations in prices and/or availability of the raw materials or purchased components used by us, which at times may be more pronounced during periods of higher truck builds, may affect our profitability and, as a result, have a material adverse effect on our business, results of operations or financial condition. In addition, as described above, a shortening or elimination of our trade credit by our suppliers may affect our liquidity and cash flow and, as a result, have a material adverse effect on our business, results of operations or financial condition.

We use substantial amounts of raw steel and aluminum in our production processes. Although raw steel is generally available from a number of sources, we have obtained favorable sourcing by negotiating and entering into high-volume contracts with third parties with terms ranging from one to two years. We obtain raw steel and aluminum from various third-party suppliers. We may not be successful in renewing our supply contracts on favorable terms or at all. A substantial interruption in the supply of raw steel or aluminum or inability to obtain a supply of raw steel or aluminum on commercially desirable terms could have a material adverse effect on our business, results of operations or financial condition. We are not always able, and may not be able in the future, to pass on increases in the price of raw steel or aluminum to our customers on a timely basis or at all. In particular, when raw material prices increase rapidly or to significantly higher than normal levels, we may not be able to pass price increases through to our customers on a timely basis, if at all, which could adversely affect our operating margins and cash flow. Any fluctuations in the price or availability of raw steel or aluminum may have a material adverse effect on our business, results of operations or financial condition.

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Steel scrap and pig iron are also major raw materials used in our business to produce our wheel-end and industrial components. Steel scrap is derived from, among other sources, junked automobiles, industrial scrap, railroad cars, agricultural and heavy machinery, and demolition steel scrap from obsolete structures, containers and machines. Pig iron is a low-grade cast iron that is a product of smelting iron ore with coke and limestone in a blast furnace. The availability and price of steel scrap and pig iron are subject to market forces largely beyond our control, including North American and international demand for steel scrap and pig iron, freight costs, speculation and foreign exchange rates. Steel scrap and pig iron availability and price may also be subject to governmental regulation. We are not always able, and may not be able in the future, to pass on increases in the price of steel scrap and pig iron to our customers. In particular, when raw material prices increase rapidly or to significantly higher than normal levels, we may not be able to pass price increases through to our customers on a timely basis, if at all, which could have a material adverse effect on our operating margins and cash flow. Any fluctuations in the price or availability of steel scrap or pig iron may have a material adverse effect on our business, results of operations or financial condition.

Our business is affected by the seasonality and regulatory nature of the industries and markets that we serve.

Our operations are typically seasonal as a result of regular customer maintenance and model changeover shutdowns, which typically occur in the third and fourth quarter of each calendar year. This seasonality may result in decreased net sales and profitability during the third and fourth fiscal quarters and have a material adverse effect on our business, results of operations or financial condition. In addition, federal and state regulations (including engine emissions regulations, tariffs, import regulations and other taxes) may have a material adverse effect on our business and are beyond our control.

Cost reduction and quality improvement initiatives by OEMs could have a material adverse effect on our business, results of operations or financial condition.

We are primarily a components supplier to the heavy- and medium-duty truck industries, which are characterized by a small number of OEMs that are able to exert considerable pressure on components suppliers to reduce costs, improve quality and provide additional design and engineering capabilities. Given the fragmented nature of the industry, OEMs continue to demand and receive price reductions and measurable increases in quality through their use of competitive selection processes, rating programs, and various other arrangements. We may be unable to generate sufficient production cost savings in the future to offset such price reductions. OEMs may also seek to save costs by relocating production to countries with lower cost structures, which could in turn lead them to purchase components from local suppliers with lower production costs. Additionally, OEMs have generally required component suppliers to provide more design engineering input at earlier stages of the product development process, the costs of which have, in some cases, been absorbed by the suppliers. Future price reductions, increased quality standards and additional engineering capabilities required by OEMs may reduce our profitability and have a material adverse effect on our business, results of operations or financial condition.

We operate in highly competitive markets.

The markets in which we operate are highly competitive. We compete with a number of other manufacturers and distributors that produce and sell similar products. Our products primarily compete on the basis of price, manufacturing and distribution capability, product design, product quality, product delivery and product service. Some of our competitors are companies, or divisions, units or subsidiaries of companies that are larger and have greater financial and other resources than we do. For these reasons, our products may not be able to compete successfully with the products of our competitors. In addition, our competitors may foresee the course of market development more accurately than we do, develop products that are superior to our products, have the ability to produce similar products at a lower cost than we can, or adapt more quickly than we do to new technologies or evolving regulatory, industry, or customer requirements. As a result, our products may not be able to compete successfully with their products. In addition, OEMs may expand their internal production of components, shift sourcing to other suppliers, or take other actions that could reduce the market for our products and have a negative impact on our business. We may encounter increased competition in the future from existing competitors or new competitors. We expect these competitive pressures in our markets to remain strong.

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In addition, potential competition from foreign truck components suppliers, especially in the aftermarket, may lead to an increase in truck components imports into North America, adversely affecting our market share and negatively affecting our ability to compete. At present, competition from non-U.S. manufacturers is constrained in the markets in which we compete due to factors such as high shipping costs.  However, if the cost of fuel goes down, shipping costs would be significantly reduced, increasing the likelihood that foreign manufacturers will seek to increase their sales of truck components in North American markets.  Foreign truck components suppliers, including those in China, may in the future increase their currently modest share of the markets for truck components in which we compete. Some of these foreign suppliers may be owned, controlled or subsidized by their governments, and their decisions with respect to production, sales and exports may be influenced more by political and economic policy considerations than by prevailing market conditions. In addition, foreign truck components suppliers may be subject to less restrictive regulatory and environmental regimes that could provide them with a cost advantage relative to North American suppliers. Therefore, there is a risk that some foreign suppliers, including those in China, may increase their sales of truck components in North American markets despite decreasing profit margins or losses. If future trade cases do not provide relief from such potential trade practices, U.S. protective trade laws are weakened or international demand for trucks and/or truck components decreases, an increase of truck component imports into the United States may occur, which could have a material adverse effect on our business, results of operations or financial condition.

We face exposure to foreign business and operational risks, including foreign exchange rate fluctuations, and if we were to experience a substantial fluctuation, our profitability may change.

In the normal course of doing business, we are exposed to risks associated with changes in foreign exchange rates, particularly with respect to the Canadian dollar. From time to time, we use forward foreign exchange contracts, and other derivative instruments, to help offset the impact of the variability in exchange rates on our operations, cash flows, assets and liabilities. We had no outstanding foreign exchange forward contract instruments open at March 31, 2010. Factors that could further impact the risks associated with changes in foreign exchange rates include the accuracy of our sales estimates, volatility of currency markets and the cost and availability of derivative instruments.

In addition, changes in the laws or governmental policies in the countries in which we operate could have a material adverse effect on our business, results of operations or financial condition.

We may not be able to continue to meet our customers’ demands for our products and services.

We must continue to meet our customers’ demand for our products and services. However, we may not be successful in doing so. If our customers’ demand for our products and/or services exceeds our ability to meet that demand, we may be unable to continue to provide our customers with the products and/or services they require to meet their business needs. Factors that could result in our inability to meet customer demands include an unforeseen spike in demand for our products and/or services, a failure by one or more of our suppliers to supply us with the raw materials and other resources that we need to operate our business effectively or poor management of our company or one or more divisions or units of our company, among other factors. Our ability to provide our customers with products and services in a reliable and timely manner, in the quantity and quality desired and with a high level of customer service, may be severely diminished as a result. If this happens, we may lose some or all of our customers to one or more of our competitors, which would have a material adverse effect on our business, results of operations or financial condition.

In addition, it is important that we continue to meet our customers’ demands in the truck components industry for product innovation, improvement and enhancement, including the continued development of new-generation products, design improvements and innovations that improve the quality and efficiency of our products. Developing product innovations for the truck components industry has been and will continue to be a significant part of our strategy. However, such development will require us to continue to invest in research and development and sales and marketing. Our recent financial condition has constrained our ability to make such investments. In the future, we may not have sufficient resources to make such necessary investments, or we may be unable to make the technological advances necessary to carry out product innovations sufficient to meet our customers’ demands. We are also subject to the risks generally associated with product development, including lack of market acceptance, delays in product development and failure of products to operate properly. We may, as a result of these factors, be

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unable to meaningfully focus on product innovation as a strategy and may therefore be unable to meet our customers’ demand for product innovation.

Our products may be rendered obsolete or less attractive by changes in regulatory, legislative or industry requirements.

Changes in regulatory, legislative or industry requirements may render certain of our products obsolete or less attractive. Our ability to anticipate changes in these requirements, especially changes in regulatory standards, will be a significant factor in our ability to remain competitive. We may not be able to comply in the future with new regulatory, legislative and/or industrial standards that may be necessary for us to remain competitive and certain of our products may, as a result, become obsolete or less attractive to our customers.

Equipment failures, delays in deliveries or catastrophic loss at any of our facilities could lead to production or service curtailments or shutdowns.

We manufacture our products at 17 facilities and provide logistical services at our just-in-time sequencing facilities in the United States. An interruption in production or service capabilities at any of these facilities as a result of equipment failure or other reasons could result in our inability to produce our products, which would reduce our net sales and earnings for the affected period. In the event of a stoppage in production at any of our facilities, even if only temporary, or if we experience delays as a result of events that are beyond our control, delivery times to our customers could be severely affected. Any significant delay in deliveries to our customers could lead to increased returns or cancellations, expose us to damage claims from our customers and cause us to lose future sales. Our facilities are also subject to the risk of catastrophic loss due to unanticipated events such as fires, explosions or violent weather conditions. We may experience plant shutdowns or periods of reduced production as a result of equipment failure, delays in deliveries or catastrophic loss, which could have a material adverse effect on our business, results of operations or financial condition.

We may incur potential product liability, warranty and product recall costs.

We are subject to the risk of exposure to product liability, warranty and product recall claims in the event any of our products results in property damage, personal injury or death, or does not conform to specifications. We may not be able to continue to maintain suitable and adequate insurance in excess of our self-insured amounts on acceptable terms that will provide adequate protection against potential liabilities. In addition, if any of our products proves to be defective, we may be required to participate in a recall involving such products. A successful claim brought against us in excess of available insurance coverage, if any, or a requirement to participate in any product recall, could have a material adverse effect on our business, results of operations or financial condition.

Work stoppages or other labor issues at our facilities or at our customers’ facilities could have a material adverse effect on our operations.

As of March 31, 2010, unions represented approximately 55% of our workforce. As a result, we are subject to the risk of work stoppages and other labor relations matters. Any prolonged strike or other work stoppage at any one of our principal unionized facilities could have a material adverse effect on our business, results of operations or financial condition. We have collective bargaining agreements with different unions at various facilities. These collective bargaining agreements expire at various times over the next few years, with the exception of our union contract at our Monterrey, Mexico facility, which expires on an annual basis. The 2010 negotiations in Monterrey and Elkhart have been completed.  During the remainder of 2010, we have contracts expiring at our Erie and Rockford facilities. Any failure by us to reach a new agreement upon expiration of other union contracts may have a material adverse effect on our business, results of operations or financial condition.

In addition, if any of our customers experience a material work stoppage, that customer may halt or limit the purchase of our products. This could cause us to curtail or shut down production facilities relating to these products, which could have a material adverse effect on our business, results of operations or financial condition.

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We are subject to a number of environmental laws and regulations that may require us to make substantial expenditures or cause us to incur substantial liabilities.

Our operations, facilities, and properties are subject to extensive and evolving laws and regulations pertaining to air emissions, wastewater and stormwater discharges, the handling and disposal of solid and hazardous materials and wastes, the investigation and remediation of contamination, and otherwise relating to health, safety, and the protection of the environment and natural resources.  The violation of such laws can result in significant fines, penalties, liabilities or restrictions on operations.  From time to time, we are involved in administrative or legal proceedings relating to environmental, health and safety matters, and have in the past incurred and will continue to incur capital costs and other expenditures relating to such matters.  For example, we are involved in proceedings regarding alleged violations of air regulations at our Rockford facility and stormwater regulations at our Brillion facility, which could subject us to fines, penalties or other liabilities.  In connection with such matters, we are negotiating with state authorities regarding certain capital improvements related to the underlying allegations.  Based on current information, we do not expect that these matters will have a material adverse effect on our business, results of operations or financial conditions; however, we cannot assure you that these or any other future environmental compliance matters will not have such an effect.

In addition to environmental laws that regulate our ongoing operations, we are also subject to environmental remediation liability. Under the federal Comprehensive Environmental Response, Compensation, and Liability Act, which we refer to as CERCLA, and analogous state laws, we may be liable as a result of the release or threatened release of hazardous materials into the environment regardless of when the release occurred. We are currently involved in several matters relating to the investigation and/or remediation of locations where we have arranged for the disposal of foundry and other wastes. Such matters include situations in which we have been named or are believed to be potentially responsible parties in connection with the contamination of these sites. Additionally, environmental remediation may be required to address soil and groundwater contamination identified at certain of our facilities.

As of March 31, 2010, we had an environmental reserve of approximately $1.5 million, related primarily to our foundry operations. This reserve is based on management’s review of potential liabilities as well as cost estimates related thereto. The reserve takes into account the benefit of a contractual indemnity given to us by a prior owner of our wheel-end subsidiary. The failure of the indemnitor to fulfill its obligations could result in future costs that may be material. Any expenditures required for us to comply with applicable environmental laws and/or pay for any remediation efforts will not be reduced or otherwise affected by the existence of the environmental reserve. Our environmental reserve may not be adequate to cover our future costs related to the sites associated with the environmental reserve, and any additional costs may have a material adverse effect on our business, results of operations or financial condition. The discovery of additional environmental issues, the modification of existing laws or regulations or the promulgation of new ones, more vigorous enforcement by regulators, the imposition of joint and several liability under CERCLA or analogous state laws, or other unanticipated events could also result in a material adverse effect.

The Iron and Steel Foundry National Emission Standard for Hazardous Air Pollutants, which we refer to as the NESHAP, was developed pursuant to Section 112(d) of the Clean Air Act and requires major sources of hazardous air pollutants to install controls representative of maximum achievable control technology. Based on currently available information, we do not anticipate material costs regarding ongoing compliance with the NESHAP; however if we are found to be out of compliance with the NESHAP, we could incur liability that could have a material adverse effect on our business, results of operations or financial condition.

Future climate change regulation may require us to make substantial expenditures or cause us to incur substantial liabilities.

Many scientists, legislators and others attribute climate change to increased emissions of greenhouse gases, which we refer to as GHGs, which has led to significant legislative and regulatory efforts to limit GHGs. There are bills pending in Congress that would limit and reduce GHG emissions through a cap-and-trade system of allowances and credits, under which emitters would be required to buy allowances to offset emissions. In addition, in late 2009, the U.S. Environmental Protection Agency, which we refer to as the EPA, promulgated a rule requiring certain emitters of GHGs to monitor and report data with respect to their GHG emissions and in June 2010 promulgated a rule

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regarding future regulation of GHG emissions from stationary sources. Also, several states, including states in which we have facilities, are considering or have begun to implement various GHG registration and reduction programs. Certain of our facilities use significant amounts of energy and may emit amounts of GHGs above certain existing and/or proposed regulatory thresholds. GHG laws and regulations could increase the price of the energy we purchase, require us to purchase allowances to offset our own emissions, require us to monitor and report our GHG emissions or require us to install new emission controls at our facilities, any one of which could significantly increase our costs or otherwise negatively affect our business, results of operations or financial condition. In addition, future efforts to curb transportation-related GHGs could result in a lower demand for our products, which could negatively affect our business, results of operation or financial condition. While future GHG regulation appears increasingly likely, it is difficult to predict how these regulations will affect our business, results of operations or financial condition.

We might fail to adequately protect our intellectual property or third parties might assert that our technologies infringe on their intellectual property.

The protection of our intellectual property is important to our business. We rely on a combination of trademarks, copyrights, patents, and trade secrets to provide protection in this regard, but this protection might be inadequate. For example, our pending or future trademark, copyright, and patent applications might not be approved or, if allowed, they might not be of sufficient strength or scope. Conversely, third parties might assert that our technologies or other intellectual property infringe on their proprietary rights. Any intellectual property-related litigation could result in substantial costs and diversion of our efforts and, whether or not we are ultimately successful, the litigation could have a material adverse effect on our business, results of operations or financial condition.

Litigation against us could be costly and time consuming to defend.

We are regularly subject to legal proceedings and claims that arise in the ordinary course of business, such as workers’ compensation claims, OSHA investigations, employment disputes, unfair labor practice charges, customer and supplier disputes, and product liability claims arising out of the conduct of our business. Litigation may result in substantial costs and may divert management’s attention and resources from the operation of our business, which could have a material adverse effect on our business, results of operations or financial condition.

Substantially all the members of our board of directors, who we refer to as the Board of Directors, have been associated with the Company for a relatively short period of time.

As of the effective date of the Plan of Reorganization, substantially all of the members of our Board of Directors were replaced with individuals who were not previously members of our Board of Directors. Accordingly, these members of our Board of Directors will have to devote significant time and effort to familiarizing themselves with the details of our business, which may divert focus from our business operations.

If a person unaffiliated with us were to acquire a substantial amount of our common stock or notes, a change of control could occur.

If a person is able to acquire a substantial amount of our common stock and/or notes, a change of control could be triggered under Delaware General Corporation Law, our senior credit facility or the indenture governing the notes. If a change of control under our senior credit facility or the indenture governing the notes was to occur, we would need to obtain a waiver from our lenders or noteholders, as applicable, or amend such debt instruments. Otherwise, the lenders or noteholders, as applicable, could accelerate the debt outstanding under such debt instruments. If we are unable to obtain a waiver or otherwise refinance this debt, our liquidity and capital resources would be significantly limited, and our business operations could be materially and adversely impacted.

If we fail to retain our executive officers, our business could be harmed.

Our success largely depends on the efforts and abilities of our executive officers. Their skills, experience and industry contacts significantly contribute to the success of our business and our results of operations. The loss of

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any one of them could have a material adverse effect on our business, results of operations or financial condition. All of our executive officers are at will, but each of them has a severance agreement, as discussed directly below, other than our current interim President and Chief Executive Officer. In addition, our future success and profitability will also depend, in part, upon our continuing ability to attract and retain highly qualified personnel throughout our company, including a permanent Chief Executive Officer.

We have entered into typical severance arrangements with certain of our senior management employees, which may result in certain costs associated with strategic alternatives.

Severance and retention agreements with certain senior management employees provide that the participating executive is entitled to a regular severance payment if we terminate the participating executive’s employment without “cause” or if the participating executive terminates his or her employment with us for “good reason” (as these terms are defined in the agreement) at any time other than during a “Protection Period.” The regular severance benefit is equal to the participating executive’s base salary for one year. A Protection Period begins on the date on which a “change in control” (as defined in the agreement) occurs and ends 18 months after a “change in control.” A change in control within the meaning of the agreements occurred as a result of the implementation of the Plan of Reorganization for all then outstanding severance and retention agreements, which did not include the severance and retention agreement with Mr. Woodward entered into after our emergence from Chapter 11 bankruptcy proceedings.

The change in control severance benefit is payable to an executive if his or her employment is terminated during the Protection Period either by the participating executive for “good reason” or by us without “cause.” The change in control severance benefits for Tier II executives (Messrs. Gulda, Maniatis, Schomer, Woodward and Wright) consist of a payment equal to 200% of the executive’s salary plus 200% of the greater of (i) the annualized incentive compensation to which the executive would be entitled as of the date on which the change of control occurs or (ii) the average incentive compensation award over the three years prior to termination. The change in control severance benefits for Tier III executives (other key executives) consist of a payment equal to 100% of the executive’s salary and 100% of the greater of (i) the annualized incentive compensation to which the executive would be entitled as of the date on which the change of control occurs or (ii) the average incentive compensation award over the three years prior to termination. If the participating executive’s termination occurs during the Protection Period, the severance and retention agreement also provides for the continuance of certain other benefits, including reimbursement for forfeitures under qualified plans and continued health, disability, accident and dental insurance coverage for the lesser of 18 months (or 12 months in the case of Tier III executives) from the date of termination or the date on which the executive receives such benefits from a subsequent employer. There are currently no Tier I executive with severance and retention agreements.

Neither the regular severance benefit nor the change in control severance benefit is payable if we terminate the participating executive’s employment for “cause,” if the executive voluntarily terminates his or her employment without “good reason” or if the executive’s employment is terminated as a result of disability or death. Any payments to which the participating executive may be entitled under the agreement will be reduced by the full amount of any payments to which the executive may be entitled due to termination under any other severance policy offered by us. These agreements would make it costly for us to terminate certain of our senior management employees and such costs may also discourage potential acquisition proposals, which may negatively affect our stock price.

Our strategic initiatives may be unsuccessful, may take longer than anticipated, or may result in unanticipated costs.

Future strategic initiatives could include divestitures, acquisitions, and restructurings, the success and timing of which will depend on various factors. Many of these factors are not in our control. In addition, the ultimate benefit of any acquisition would depend on the successful integration of the acquired entity or assets into our existing business. Failure to successfully identify, complete, and/or integrate future strategic initiatives could have a material adverse effect on our business, results of operations or financial condition.

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Additionally, our strategy contemplates significant growth in international markets in which we have significantly less market share and experience than we have in our domestic operations and markets. An inability to penetrate these international markets could adversely affect our results of operations.

Risks Related to Our Indebtedness

Our substantial leverage and significant debt service obligations could have a material adverse effect on our financial condition or our ability to fulfill our obligations and make it more difficult for us to fund our operations.

As of March 31, 2010, our total indebtedness was $645.2 million, which includes borrowings of $309.0 million under our senior credit facility and $140.0 million of notes recorded with a market valuation of $336.2 million.  Our substantial level of indebtedness and debt service obligations could have important negative consequences to us, including:

·      difficulty satisfying our obligations with respect to our indebtedness;

·      difficulty obtaining financing in the future for working capital, capital expenditures, acquisitions or other purposes;

·      increased vulnerability to general economic downturns and adverse industry conditions;

·      limited flexibility in planning for, or reacting to, changes in our business and in our industry in general;

·      our leverage could place us at a competitive disadvantage compared to our competitors that have less debt; and

·      limited flexibility in planning for, or reacting to, changes in our business and industry.

In addition, certain of our borrowings are and will continue to be at variable rates of interest, which exposes us to the risk of increasing interest rates. As of March 31, 2010, the carrying value of our total debt was $449.1 million, of which $309.0 million, or approximately 69%, was subject to variable interest rates.  If interest rates increase, our debt service obligations on our variable rate indebtedness would increase even though the amount borrowed remains the same.

Despite our substantial leverage, we and our subsidiaries will be able to incur more indebtedness. This could further exacerbate the risk immediately described above, including our ability to service our indebtedness.

We and our subsidiaries may be able to incur additional indebtedness in the future. Although our senior credit facility and the indenture governing the notes contain restrictions on the incurrence of additional indebtedness, such restrictions are subject to a number of qualifications and exceptions, and under certain circumstances indebtedness incurred in compliance with such restrictions could be substantial. For example, we may incur additional debt to, among other things, finance future acquisitions, expand through internal growth, fund our working capital needs, comply with regulatory requirements, respond to competition or for general financial reasons alone.  To the extent new debt is added to our and our subsidiaries’ current debt levels, the risks described above would increase.

To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

Our ability to make payments on and to refinance our indebtedness and to fund planned capital expenditures and research and development efforts will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond our control.

Our business may not, however, generate sufficient cash flow from operations. Our currently anticipated cost savings and operating improvements may not be realized on schedule. Also, future borrowings may not be available to us under our senior credit facility in an amount sufficient to enable us to pay our indebtedness or to fund other liquidity needs. If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell material assets or operations, obtain additional equity

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capital or refinance all or a portion of our indebtedness. We are unable to predict the timing of such sales or the proceeds which we could realize from such sales, or whether we would be able to refinance any of our indebtedness, including our senior credit facility and notes, on commercially reasonable terms or at all.

We are subject to a number of restrictive covenants, which, if breached, may restrict our business and financing activities.

Our senior credit facility and the indenture governing the notes impose, and the terms of any future indebtedness may impose, operating and other restrictions on our business operations. Such restrictions will affect, and in many respects limit or prohibit, among other things, our ability to:

·      incur additional debt;

·      pay dividends and make distributions;

·      issue stock of subsidiaries;

·      make certain investments;

·      repurchase stock;

·      create liens;

·      enter into affiliate transactions;

·      merge or consolidate; and

·      transfer and sell assets.

In addition, our senior credit facility includes other more restrictive covenants and prohibits us from prepaying our other indebtedness, including the notes, while borrowings under our senior credit facility are outstanding. Our senior credit facility also requires us to achieve certain financial and operating results and maintain compliance with specified financial covenants. Our ability to comply with these covenants may be affected by events beyond our control.

Risks Related to Our Emergence from Chapter 11 Bankruptcy Proceedings

Our actual financial results may vary significantly from the projections filed with the bankruptcy court, and investors should not rely on the projections.

Neither the projected financial information that we previously filed with the bankruptcy court in connection with our Chapter 11 bankruptcy proceedings nor the financial information included in the disclosure statement filed with the bankruptcy court in connection with our Chapter 11 bankruptcy proceedings, which we refer to as the Disclosure Statement, should be considered or relied on in connection with the purchase of the notes or the registrable common stock. We were required to prepare projected financial information to demonstrate to the bankruptcy court the feasibility of the Plan of Reorganization and our ability to continue operations upon emergence from Chapter 11 bankruptcy proceedings. This projected financial information was filed with the bankruptcy court as part of our Disclosure Statement approved by the bankruptcy court. The projections reflect numerous assumptions concerning our anticipated future performance and prevailing and anticipated market and economic conditions that were and continue to be beyond our control and that may not materialize. Projections are inherently subject to uncertainties and to a wide variety of significant business, economic and competitive risks. Our actual results will vary from those contemplated by the projections for a variety of reasons. Furthermore, the projections were limited by the information available to us as of the date of the preparation of the projections, including production forecasts published by ACT Publications, which have substantially been revised (the revised numbers being included in this registration statement). Therefore, variations from the projections may be material, and investors should not rely on such projections.

Because of the adoption of Fresh Start Accounting and the effects of the transactions contemplated by the Plan of Reorganization, financial information subsequent to February 26, 2010, will not be comparable to financial information prior to February 26, 2010.

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Upon our emergence from Chapter 11 bankruptcy proceedings, we adopted fresh start accounting, which we refer to as Fresh Start Accounting, in accordance with Accounting Standards Codification No. 852, “Reorganizations,” which we refer to as ASC 852, pursuant to which the midpoint of the range of our reorganization value was allocated to our assets and liabilities in conformity with the procedures specified by ASC 805, “Business Combinations.” Accordingly, our financial statements subsequent to February 26, 2010 will not be comparable in many respects to our financial statements prior to February 26, 2010. The lack of comparable historical financial information may discourage investors from purchasing our securities.

Our emergence from Chapter 11 bankruptcy proceedings may limit our ability to offset future U.S. taxable income with tax losses and credits incurred prior to emergence from Chapter 11 bankruptcy proceedings.

In connection with our emergence from Chapter 11 bankruptcy proceedings, we were able to retain a portion of our U.S. net operating loss and tax credit carryforwards, which refer to, collectively, as Tax Attributes. However, the Internal Revenue Code of 1986, as amended, which we refer to as the Code, Sections 382 and 383 provide an annual limitation with respect to the ability of a corporation to utilize its Tax Attributes against future U.S. taxable income in the event of a change in ownership. Our emergence from Chapter 11 bankruptcy proceedings is considered a change in ownership for purposes of Code Section 382. In our situation, the limitation under the Code will be based on the value of our equity (for purposes of the applicable tax rules) on or around the time of emergence, and increased to take into account the recognition of built-in gains. As a result, our future U.S. taxable income may not be fully offset by the Tax Attributes if such income exceeds our annual limitation, and we may incur a tax liability with respect to such income. In addition, subsequent changes in ownership for purposes of the Code could further diminish our ability to utilize Tax Attributes.

We may be subject to claims that were not discharged in the Chapter 11  bankruptcy proceedings, which could have a material adverse effect on our results of operations and profitability.

Substantially all of the claims against us that arose prior to the date of our bankruptcy filing were resolved during our Chapter 11 bankruptcy proceedings or are in the process of being resolved in the bankruptcy court as part of the claims reconciliation process.  Although we anticipate that the remaining claims will be handled in due course with no material adverse effect to our business, financial operations or financial conditions, we cannot assure you that this will be the case or that the resolution of such claims will occur in a timely manner or at all.  Subject to certain exceptions (such as certain employee and customer claims) and as set forth in the Plan of Reorganization, all claims against and interests in us and our domestic subsidiaries that arose prior to the initiation of our Chapter 11 bankruptcy proceedings are (1) subject to compromise and/or treatment under the Plan of Reorganization and (2) discharged, in accordance with the Bankruptcy Code and terms of the Plan of Reorganization. Pursuant to the terms of the Plan of Reorganization, the provisions of the Plan of Reorganization constitute a good faith compromise or settlement of all such claims and the entry of the order confirming the Plan of Reorganization or other orders resolving objections to claims constitute the bankruptcy court’s approval of the compromise or settlement arrived at with respect to all such claims. Circumstances in which claims and other obligations that arose prior to our bankruptcy filing may not have been discharged include instances where a claimant had inadequate notice of the bankruptcy filing.

Risks Related to our Common Stock

Our common stock is not listed on any securities exchange and, as a result, our common stock may be less liquid than it otherwise would be if listed on a securities exchange.

Our common stock is not listed on any securities exchange. Instead, our common stock is currently traded over-the-counter on the OTCBB.  Over-the-counter transactions involve risks in addition to those associated with transactions in securities traded on a securities exchange. Many over-the-counter securities trade less frequently and in smaller volumes than exchange-listed securities. Accordingly, our common stock may be less liquid than it would otherwise be and may be difficult to sell. Also, the value of our common stock may be more volatile than exchange-listed securities. In addition, issuers of securities traded on the OTCBB do not have to meet the same specific quantitative and qualitative listing and maintenance standards.

Our common stock would be diluted by the conversion of the notes, including the PIK interest payable on the

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notes, by the exercise of the warrants and by the vesting of restricted stock units, which we refer to as RSUs.

As of June 29, 2010, 126,295,024 shares of our common stock were outstanding.  As of the effective date of the Plan of Reorganization, $140.0 million aggregate principal amount outstanding of notes was convertible into an additional 186,666,662 shares of common stock (representing an initial conversion price of $0.75 per share).  Additionally, the first six interest payments on the notes will be paid as PIK interest in the form of additional notes, which will also be convertible into additional shares of our common stock.  Furthermore, the indenture governing the notes provides for an adjustment to the conversion rate in effect at the time of any PIK interest payment, which prevents the notes outstanding immediately prior to the PIK interest payment from being diluted by the notes paid as PIK interest.  After taking into account the issuance of all six payments of PIK interest and the adjustments to the conversion rate resulting from such issuances (but no other issuances, adjustments or events that may occur), the notes would be convertible into 353,064,258 shares of common stock. Accordingly, the notes, if converted, will have a dilutive effect on our outstanding common stock.

Additionally, as of the effective date of the Plan of Reorganization, there are warrants outstanding exercisable for an additional 22,058,824 shares of our common stock.  These warrants, if exercised, would also have a dilutive effect on our outstanding common stock.

On May 17, 2010, our Board of Directors approved the issuance of approximately 1.8 million RSUs to our employees. Upon vesting, these RSUs would also have a dilutive effect on our outstanding common stock.

We may issue additional equity securities, which would lead to dilution of our issued and outstanding common stock.

The issuance of additional equity securities or securities convertible into equity securities would result in dilution of existing stockholders’ equity interest in us. We are authorized to issue, without stockholder approval, 100,000,000 shares of preferred stock, $0.01 par value per share, which we refer to as preferred stock, in one or more series, which may give other stockholders dividend, conversion, voting, and liquidation rights, among other rights, that may be superior to the rights of holders of our common stock. Our Board of Directors has the authority to issue, without the vote or action of stockholders, shares of preferred stock in one or more series, and has the ability to fix the rights, preferences, privileges and restrictions of any such series. Any such series of preferred stock could contain dividend rights, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences or other rights superior to the rights of holders of our common stock. Our board of directors has no present intention of issuing any such preferred series, but reserves the right to do so in the future. In addition, our authorized capital stock includes up to 800,000,000 shares of common stock, $0.01 par value per share, of which 126,295,024 were outstanding as of June 29, 2010.

Risks Related to the Notes

Not all of our subsidiaries are guarantors, assets of non-guarantor subsidiaries may not be available to make payments on the notes.

Payments on the notes are only required to be made by us and the subsidiary guarantors. Our foreign subsidiaries do not guarantee the notes.  As a result, no payments are required to be made from assets of subsidiaries which do not guarantee the notes unless those assets are transferred, by dividend or otherwise, to us or a subsidiary guarantor. In the event of a bankruptcy, liquidation or reorganization of any of the non-guarantor subsidiaries, holders of their debt, including their trade creditors, will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us.  For further information regarding our non-guarantor subsidiaries, see note 19 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2009 and note 11 to our consolidated financial statements included in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010.

Although your notes are referred to as ‘‘senior notes,’’ and the subsidiary guarantees are senior obligations of our subsidiaries, each will be effectively subordinated to our secured debt and any secured liabilities of our subsidiaries.

The notes will effectively rank junior to any of our existing or future senior secured debt or any secured debt of our subsidiaries, to the extent of the value of the assets securing that debt. In the event of our bankruptcy, liquidation, reorganization or other winding up, our assets that secure secured debt will be available to pay obligations on the notes only after that senior secured debt has been repaid in full from these assets. We advise you that there may not be sufficient assets remaining to pay amounts due on any or all the notes then outstanding.

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Similarly, the guarantees of the notes will effectively rank junior to any senior secured debt of the applicable subsidiary, to the extent of the value of the assets securing that debt.

The tax characterization of the notes as debt or equity for U.S. federal income tax purposes is uncertain and the tax consequences to holders of owning and disposing of the notes could be materially affected by such characterization.

We are taking the position that the notes should be classified as equity for U.S. federal income tax purposes.  However, the classification of the notes as equity or debt is uncertain.  If the notes are treated as equity for U.S. federal income tax purposes, it is possible that the IRS may assert, among other things, that payments of PIK interest to non-U.S. holders are subject to U.S. withholding tax.  Whether the notes are treated as equity or debt for U.S. federal income tax purposes, certain conversion rate adjustments, including the adjustment in connection with the payment of PIK interest on the notes, may result in a taxable distribution to holders of the notes, which for non U.S. holders may be subject to U.S. withholding tax.

If the notes were to be treated as debt for U.S. federal income tax purposes, the tax consequences of the ownership and disposition of the notes could be materially different than if the notes were treated as equity.  If the notes are treated as debt, U.S. holders will be required to treat PIK interest as original issue discount includible in gross income for U.S. federal income tax purposes in advance of the receipt of cash payments to which the income is attributable, regardless of a holder’s method of tax accounting.  For a discussion of the tax consequences of the ownership and disposition of the notes, including the classification of the notes for U.S. federal income tax purposes, see “Material U.S. Federal Income Tax Consequences.” Holders should discuss with their own tax advisors the tax consequences of the ownership and disposition of the notes.

A change in control may adversely affect us or the notes.

We may be required, at the option of a holder, to repurchase the notes upon the occurrence of a change of control, which could, among other things, discourage a potential acquiror. In addition, future debt we incur may limit our ability to repurchase the notes upon a change in control. Moreover, if you or other investors in the notes exercise the repurchase right for a change in control, it may cause a default under that debt. Finally, if a change in control occurs, we cannot assure you that we will have enough funds to repurchase all the notes.

One of the circumstances under which a change in control may occur is upon the sale or disposition of all or substantially all of our capital stock or assets. However, the phrase “all or substantially all” will likely be interpreted under the law of the State of New York, which is the law governing the indenture, and will be dependent upon particular facts and circumstances. As a result, there may be a degree of uncertainty in ascertaining whether a sale or disposition of all or substantially all of our capital stock or assets has occurred, in which case, the ability of a holder of the notes to obtain the benefit of an offer to purchase all or a portion of the notes held by such holder may be impaired.

The market price of the notes could be significantly affected by the market price of our common stock and other factors.

We expect that the market price of the notes will be significantly affected by the market price of our common stock. This may result in greater volatility in the market price of the notes than would be expected for nonconvertible debt securities.

The trading market for the notes may be limited.

The notes are a new issue of securities for which there is currently no trading market. We do not intend to list the notes on any national securities exchange or automated quotation system. Accordingly, we cannot predict whether an active trading market for the notes will develop or be sustained. If an active trading market for the notes fails to develop or be sustained, the trading price for the notes could fall.

Moreover, even if an active trading market for the notes were to develop, the notes could trade at prices that may be lower than the purchase price of the notes. Future trading prices of the notes will depend on many factors, including, among other things, prevailing interest rate, our operating results, the price of our common stock and the market for similar securities. Historically, the market for convertible debt has been subject to disruptions that have caused volatility in prices. It is possible that the market for the notes will be subject to disruptions which may have a negative effect on the holders of the notes, regardless of our prospects or financial performance.

FORWARD-LOOKING STATEMENTS

This prospectus and any accompanying prospectus supplement, including the information we incorporate by reference, contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Exchange Act. Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. Such statements are based on management’s beliefs and assumptions and on information currently available to our management. You can identify most forward-looking statements by the use of words such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” and similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Among the factors that could cause actual results to differ materially from those indicated in the forward-looking statements are risks and uncertainties inherent in our business, including but not limited to, general economic, business and financing conditions, labor relations,  governmental action, competitor pricing activity, expense volatility and other risks described under the heading “Risk Factors” in this prospectus and in our most recent annual and quarterly reports filed with the SEC and in other

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documents incorporated herein by reference, as well as any amendments thereto reflected in subsequent filings with the SEC. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward looking statements represent our management’s beliefs and assumptions only as of the date of the relevant document. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

FINANCIAL INFORMATION

As a result of the consummation of the Plan of Reorganization, on February 26, 2010, the Company adopted Fresh Start Accounting in accordance with ASC 852. Accordingly, the financial information on or prior to February 26, 2010 is not comparable with the financial information for periods after February 26, 2010.  Any reference to the “Successor Company” for the period from February 26, 2010 through March 31, 2010 reflects the operations of post-emergence Accuride Corporation from February 26, 2010 through March 31, 2010.  Any reference to the “Predecessor Company” refers to the operations of pre-emergence Accuride Corporation on or prior to February 26, 2010.

RATIO OF EARNINGS TO FIXED CHARGES

The following table presents Accuride Corporation’s historical ratios of earnings to fixed charges for the periods indicated.

(1) The term “fixed charges” means the sum of (a) interest expensed and capitalized and (b) amortized premiums, discounts and capitalized expenses related to indebtedness. The term “earnings” means the sum of (a) pre-tax income from continuing operations and (b) fixed charges.

(2) Earnings were inadequate to cover fixed charges by $11.8 million, $332.9 million, $137.7 million for the years ended December 31, 2007, 2008 and 2009, respectively.

(3) Earnings were inadequate to cover fixed charges by $53.2 million for the Successor Period from February 26, 2010 through March 31, 2010.

USE OF PROCEEDS

The selling securityholders will receive all of the proceeds from the sale of the notes and the registrable common stock. We will not receive any proceeds.

PRICE RANGE OF COMMON STOCK AND DIVIDENDS

Our prepetition common stock began trading publicly on the New York Stock Exchange, which we refer to as the NYSE, on April 26, 2005, under the symbol “ACW.” Prior to that date, there was no public market for our common stock. On November 7, 2008, NYSE Regulation, Inc, which we refer to as NYSER, issued a written notice that trading of our common shares would be suspended prior to NYSE’s opening on Wednesday, November 12, 2008, and that NYSER would initiate procedures to delist our common stock.  Our prepetition common stock commenced trading on the OTCBB on November 12, 2008, under the symbol “AURD.”  On the effective date of our Plan of Reorganization, our prepetition common stock was cancelled. Our common stock began trading on the  

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OTCBB under the symbol “ACUZ” on March 3, 2010 following our emergence from Chapter 11 bankruptcy proceedings.

The following table sets forth the high and low sale prices, or OTCBB quotations, as applicable, of our prepetition common stock and common stock for the listed time periods.  On July 2, 2010, the last reported sale price for our common stock was $1.19.

As of June 29, 2010, there were approximately 42 holders of record of our common stock, although there are substantially more beneficial owners.

We have never declared or paid any cash dividends on our common stock. For the foreseeable future, we intend to retain any earnings, and we do not anticipate paying any cash dividends on our common stock. In addition, both our senior credit facility and the indenture governing the notes restrict our ability to pay dividends. See “Description of Notes—Certain Covenants—Limitation on Restricted Payments” and “Description of Other Indebtedness—Senior Credit Facility” for descriptions of these limitations. Any future determination to pay dividends will be at the discretion of our Board of Directors and will be dependent upon then existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, business prospects and other factors that our Board of Directors considers relevant.

DILUTION

This offering is for sales of the notes and the registrable common stock by the selling securityholders on a continuous or delayed basis in the future. Sales of registrable common stock by the selling securityholders will not result in a change to the net tangible book value per share before and after the distribution of shares by the selling securityholders. However, purchasers of registrable common stock from the selling securityholders will experience dilution to the extent of the difference between the amount per share paid and the net tangible book value per share of our common stock at the time of the purchase. Net tangible book value per share represents total net tangible assets divided by the number of outstanding shares of our common stock.

SELLING SECURITYHOLDERS

Information regarding the selling securityholders will be set forth in an amendment to this registration statement or by prospectus supplement.

PLAN OF DISTRIBUTION

The selling securityholders and their successors, which term includes their transferees, pledgees or donees or their successors may sell the notes and the registrable common stock, if applicable, directly to purchasers or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the selling securityholders or the purchasers. These discounts, concessions or commissions as

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to any particular underwriter, broker-dealer or agent may be in excess of those customary in the types of transactions involved.

The notes and registrable common stock may be sold in one or more transactions at:

·                           fixed prices;

·                           prevailing market prices at the time of sale;

·                           prices related to the prevailing market prices;

·                           varying prices determined at the time of sale; or

·                           negotiated prices.

These sales may be effected in transactions:

·                           on any national securities exchange or quotation service on which our common stock may be listed or quoted at the time of sale;

·                           in the over-the-counter market;

·                           otherwise than on such exchanges or services or in the over-the-counter market;

·                           through the writing of options, whether the options are listed on an options exchange or otherwise; or

·                           through the settlement of short sales.

These transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as agent on both sides of the trade.

In connection with the sale of the notes or the registrable common stock, the selling securityholders may enter into hedging transactions with broker-dealers or other financial institutions. These broker-dealers or financial institutions may in turn engage in short sales of common stock in the course of hedging the positions they assume with selling securityholders. The selling securityholders may also sell the notes or the registrable common stock short and deliver these securities to close out such short positions, or loan or pledge the notes or the registrable common stock issuable upon conversion of the notes to broker-dealers who in turn may sell these securities.

The aggregate proceeds to the selling securityholders from the sale of the notes or the registrable common stock offered by them hereby will be the purchase price of the notes or the registrable common stock less discounts and commissions, if any. Each of the selling securityholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of the notes or registrable common stock to be made directly or through agents. We will not receive any of the proceeds from this offering.

Our common stock is quoted on the OTCBB. We do not intend to list the notes for trading on any national securities exchange, the Nasdaq National Market or other market and can give no assurance about the development of any trading market for the notes.

In order to comply with the securities laws of some states, if applicable, the notes and the registrable common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers.

The selling securityholders and any broker-dealers or agents that participate in the sale of the notes or the registrable common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act. Profits on the sale of the notes or the registrable common stock by selling securityholders and any discounts, commissions or concessions received by any broker-dealers or agents might be deemed to be underwriting discounts and commissions under the Securities Act. Selling securityholders who are deemed to be “underwriters” within the

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meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act. To the extent the selling securityholders may be deemed to be “underwriters,” they may be subject to statutory liabilities, including, but not limited to, Sections 11, 12 and 17 of the Securities Act.

The selling securityholders and any other person participating in a distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, and the rules and regulations thereunder. Regulation M of the Exchange Act may limit the timing of purchases and sales of any of the securities by the selling securityholders and any other person. In addition, Regulation M may restrict the ability of any person engaged in the distribution of the securities to engage in market-making activities with respect to the particular securities being distributed for a period of up to five business days before the distribution.

To our knowledge, there are currently no plans, arrangements or understandings between any selling securityholder and any underwriter, broker-dealer or agent regarding the sale of the notes or the registrable common stock by the selling securityholders.

A selling securityholder may decide not to sell any notes or registrable common stock described in this prospectus. We cannot assure holders that any selling securityholder will use this prospectus to sell any or all of the notes or the registrable common stock. Any securities covered by this prospectus which qualify for sale pursuant to Rule 144 or Rule 144A of the Securities Act may be sold under Rule 144 or Rule 144A rather than pursuant to this prospectus. In addition, a selling securityholder may transfer, devise or gift the notes and the registrable common stock by other means not described in this prospectus.

With respect to a particular offering of the notes and the registrable common stock, to the extent required, an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement of which this prospectus is a part will be prepared and will set forth the following information:

·                           the specific notes or registrable common stock to be offered and sold;

·                           the names of the selling securityholders;

·                           the respective purchase prices and public offering prices and other material terms of the offering;

·                           the names of any participating agents, broker-dealers or underwriters; and

·                           any applicable commissions, discounts, concessions and other items constituting, compensation from the selling securityholders.

We entered into a registration rights agreement, which we refer to as the Registration Rights Agreement, for the benefit of holders of the notes and the registrable common stock to register their notes and the registrable common stock under applicable federal and state securities laws under certain circumstances and at certain times. The Registration Rights Agreement provides that the selling securityholders and we will indemnify each other and our respective directors, officers and controlling persons against specific liabilities in connection with the offer and sale of the notes and the registrable common stock, including liabilities under the Securities Act, or will be entitled to contribution in connection with those liabilities. We will pay all of our expenses and specified expenses incurred by the selling securityholders incidental to the registration, offering and sale of the notes and the registrable common stock to the public, but each selling securityholder will be responsible for payment, if any, of commissions, concessions, fees and discounts of underwriters, broker-dealers and agents.

DESCRIPTION OF NOTES

We issued the Notes under an Indenture dated February 26, 2010 between Accuride Corporation, certain of our subsidiaries, as guarantors, and Wilmington Trust FSB.  The terms of the Notes include those expressly set forth in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act.

The following description is a summary of the material provisions of the Notes and the Indenture and does not purport to be complete. This summary is subject to and is qualified by reference to all the provisions of the

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Notes and the Indenture, including the definitions of certain terms used in the Indenture. We urge you to read the Indenture because it, and not this description, defines your rights as a holder of the Notes.

You will find certain of the definitions of capitalized terms used in this description under the heading “—Certain Definitions.”  For purposes of this Description of Notes, references to “the Company,” “we,” “our” and “us” refer only to Accuride Corporation and not to its subsidiaries.

General

The Notes:

·                  are general unsecured, senior obligations of the Company;

·                  bear interest at a rate of 7.5% per annum;

·                  mature on February 26, 2020;

·                  have been issued in denominations of $2,000 and integral multiples of $1,000;

·                  rank equally in right of payment to any future unsecured senior debt of the Company;

·                  are convertible at an initial Conversion Rate of 1,333.3333 shares of common stock per $1,000 principal amount of Notes, which rate is subject to adjustment as provided for in the Indenture and described below;

·                  are redeemable in whole but not in part at any time on or after February 26, 2013 at a price equal to 100% of the principal amount of the Notes to be redeemed, plus any accrued and unpaid interest up to the Redemption Date, subject to certain conditions described herein; and

·                  are unconditionally guaranteed on a senior basis by the Guarantors.

Upon conversion of a Note, we will issue shares of Common Stock, and pay cash in lieu of fractional shares.  You will not receive any separate cash payment for interest or Special Interest, if any, accrued and unpaid to the conversion date except in the limited circumstances described below.

We do not intend to list the Notes on a national securities exchange or interdealer quotation system.

The Indenture governing the Notes contains covenants that restrict the Company’s and the Guarantors’ ability to, among other things:

·                  modify, incur or guarantee additional indebtedness;

·                  incur or guarantee additional Indebtedness;

·                  pay dividends, make certain Investments or other Restricted Payments;

·                  create Liens;

·                  enter into Affiliate Transactions;

·                  merge or consolidate, or otherwise dispose of all or substantially all of the Company’s and the Guarantors’ assets; and

·                  engage in Asset Sales.

The Indenture governing the Notes provides for customary Events of Default.  In the case of an event of default arising from specified events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice.  If any other Event of Default under the Indenture governing

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the Notes occurs or is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately.

As of July 6, 2010, the aggregate principal amount of Notes outstanding was $140,000,000.

Trustee, Paying Agent and Registrar

Wilmington Trust FSB is the Trustee.  Initially, the Trustee will act as Conversion Agent, Paying Agent and Note Registrar.  The Company may change the Conversion Agent, Paying Agent or Note Registrar upon written notice thereto.  The Company, any Subsidiary or any Affiliate of any of them may act as Conversion Agent, Paying Agent, Note Registrar or co-registrar.

Registration, Registration of Transfer and Exchange

The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency so being herein sometimes referred to as the Note Register) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes.

Upon surrender for registration of transfer of any Note at the office or agency of the Company, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denomination or denominations of a like aggregate principal amount.  The Trustee shall not be required to register transfers of Notes or to exchange Notes for a period of 15 days before selection of any Notes to be redeemed.  The Trustee shall not be required to exchange or register transfers of any Notes called or being called for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.  The Trustee shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Date.

Furthermore, any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers a of beneficial interest in such Global Note may be effected only through a book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry.

At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency.  Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver, the Notes which the Holder making the exchange is entitled to receive and the Notes to be exchanged shall be cancelled by the Trustee subject to the provisions set forth in the Rule 144A/Regulation S/AI Appendix to the Indenture.

All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under the Indenture, as the Notes surrendered upon such registration of transfer or exchange.

Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Note Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Note Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or exchange or redemption of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than certain exchanges not involving any transfer.

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Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.

Each holder of a Note agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note by such Holder in violation of any provision of the Indenture and/or applicable United States federal or state securities laws.

Neither the Trustee nor any agent of the Trustee shall have any responsibility for any actions taken or not taken by the Depository.

Payment of Interest; Interest Rights Preserved

Interest on any Note which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid at the office or agency of the Company maintained for such purpose; provided, however, that each installment of interest may at the Company’s option be paid by mailing a check for such interest, payable to or upon the written order of the Person entitled thereto, to the address of such Person as it appears in the Note Register, provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof.

Subject to the foregoing, each Note delivered under the Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.

Interest

Interest, and Special Interest, if any, on the Notes will be payable semi-annually in arrears on February 26 and August 26 of each year, starting on August 26, 2010, to Holders of record at the close of business on the preceding February 11 and August 11, respectively, with the first six interest payments being PIK interest, and the remaining payments being payable in cash, at a rate of 7.5% per annum. After the payment of the six PIK interest payments and assuming no other changes in the outstanding aggregate principal amount of the Notes, there would be $174,604,997 aggregate principal amount of Notes outstanding.

Interest will accrue on the Notes from and including February 26, 2010 or from, and including, the last date in respect of which interest has been paid or provided for, as the case may be, to, but excluding, the next Interest Payment Date or maturity date, as the case may be. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

Ranking

The Notes are general unsecured obligations of the Company that rank senior in right of payment to all future obligations that are expressly subordinated in right of payment to the Notes. The Notes will rank equally in right of payment with all existing and future obligations of the Company that are not so subordinated. The Notes effectively rank junior to any secured obligations of the Company to the extent of the value of the assets securing such obligations. In the event of bankruptcy, liquidation, reorganization or other winding up of the Company, the assets of the Company that secure secured obligations will be available to pay obligations on the Notes only after all obligations under such secured Indebtedness has been repaid in full from such assets. There may not be sufficient assets remaining to pay amounts due on any or all the Notes then outstanding. The Guarantees of the Notes have a similar ranking with respect to seniority and secured and unsecured senior obligations of the Guarantors as the Notes do with respect to secured and unsecured senior obligations of the Company as well as with respect to any unsecured obligations expressly subordinated in right of payment to the Guarantees.

Guarantees

Each Guarantor, as primary obligors and not merely as sureties, jointly and severally, unconditionally and irrevocably guarantees, on a senior basis, the Notes and obligations of the Company under the Notes and the

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Indenture, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that:  (1) the principal of (and premium, if any) and interest on, or Special Interest in respect of, the Notes, expenses, indemnification or otherwise will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee under the Notes or the Indenture will be paid in full or performed, all in accordance with the terms of the Notes and the Indenture.

Any Guarantee by a Restricted Subsidiary of the Notes shall be automatically and unconditionally released and discharged, without any further action by such Guarantor, the Company or the Trustee, upon:

(a)           (i)            any sale, exchange or transfer (by merger or otherwise) of all of the Company’s Capital Stock in such Guarantor (including any sale, exchange or transfer following which the applicable Guarantor is no longer a Restricted Subsidiary) or all or substantially all the assets of such Guarantor, which sale, exchange or transfer is made in compliance with the applicable provisions of the Indenture;

(ii)           the release or discharge of the guarantee by such Restricted Subsidiary which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee;

(iii)          if the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; or

(iv)          the Legal Defeasance of the Notes, or the Covenant Defeasance of the Notes, or if the Company’s obligations under the Indenture are discharged in accordance with terms of the Indenture, as described in “—Legal Defeasance and Covenant Defeasance” and “—Satisfaction and Discharge”; and

(b)           such Guarantor has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel upon which the Trustee can conclusively rely, each stating that all conditions precedent in the Indenture provided for relating to such transaction have been complied with.

Redemption or Repurchase of Notes

Optional Redemption

The Notes shall be redeemable by the Company, in whole but not in part, at any time on or after the third anniversary of the issuance of the Notes, at a price equal to 100% of the principal amount of the Notes to be redeemed, plus, except as described below, any accrued and unpaid interest and Special Interest, if any, up to the Redemption Date; provided, that (i) the Common Stock is listed on a National Stock Exchange, (ii) the average weekly trading volume of the Common Stock as reported by such National Stock Exchange during the four week period prior to conversion is equal to or greater than 3.0% of the total number of outstanding shares of Common Stock immediately prior to the redemption and (iii) for twenty of the preceding thirty consecutive Trading Days, the Common Stock has had a Closing Sale Price at least equal to 2.25 times the then effective Conversion Price.

If the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and Special Interest, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date.  On and after the Redemption Date, interest will cease to accrue on the Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in full satisfaction of the applicable redemption price, together with accrued and unpaid interest, Special Interest, if any, thereon to the date of redemption, pursuant to the Indenture.

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Repurchase Upon a Change of Control

If a Change in Control occurs, each Holder of Notes (other than a holder, in the case of clause (i) of the definition of a Change in Control, that is a person or part of a group (as such terms are used in sections 13(d) and 14(d) of the Exchange Act) that is a beneficial owner (as that term is used in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the total outstanding voting power of all classes of the Company’s Voting Stock) may, at its option, require the Company to repurchase all or a portion of its Notes for cash at a repurchase price equal to 101% of the principal amount of the Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the Change in Control Repurchase Date.

If a Change in Control occurs, each Holder will have the right (except as otherwise described above), at its option, subject to certain terms and conditions set forth in the Indenture, to require the Company to repurchase all or a portion of its Notes not previously called for redemption in integral multiples of $1 principal amount, at a price equal to 101% of the principal amount of the Notes to be repurchased, plus, except as described below, any accrued and unpaid interest to, but excluding, the Change in Control Repurchase Date, as described below; provided that no Notes of $2,000 or less shall be purchased in part.  However, if the Change in Control Repurchase Date is after a Regular Record Date for the payment of an installment of interest and on or before the related Interest Payment Date, then the full amount of interest due on that Interest Payment Date will be payable, on that Interest Payment Date, to the Holder of record at the close of business on the related Regular Record Date, and the repurchase price, which we refer to as the Change in Control Repurchase Price, will not include any accrued and unpaid interest.

The Company must repurchase the Notes on a date of its choosing, which we refer to as the Change in Control Repurchase Date. However, the Change in Control Repurchase Date shall be no later than 35 days, and no earlier than 20 days, after the date the Company mails the relevant notice of the Change in Control, as set forth in the Indenture and described below.

Within 20 days after the occurrence of a Change in Control, the Company must mail to all registered Holders at their addresses shown on the register of the registrar, and to beneficial owners as required by applicable law, a notice regarding the Change in Control. The Company must also publicly release, through a reputable national newswire service, a notice of the Change in Control. The notice must state, among other things:

(a)           the events causing the Change in Control;

(b)           the date of the Change in Control;

(c)           the Change in Control Repurchase Date;

(d)           the last date on which a Holder may exercise its rights with respect to such Change in Control, which we refer to as the Change in Control Repurchase Right;

(e)           the Change in Control Repurchase Price;

(f)            the names and addresses of the Paying Agent and the Conversion Agent;

(g)           the procedures that Holders must follow to exercise their Change in Control Repurchase Right;

(h)           the conversion rate and, if applicable, any adjustments to the Conversion Rate that will result from the Change in Control; and

(i)            that Notes with respect to which a Holder has delivered a fundamental change repurchase notice, which we refer to as a Change in Control Repurchase Notice, may be converted, if otherwise convertible, only if the Holder withdraws the Change in Control Repurchase Notice in accordance with the terms of the Indenture.

To exercise the repurchase right, a Holder must deliver a written Change in Control Repurchase Notice to the Paying Agent no later than the close of business on the Business Day immediately preceding the Change in Control Repurchase Date. This written notice must state:

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(a)           the certificate numbers of the Notes that the Holder will deliver for repurchase, if they are in certificated form;

(b)           the principal amount of the Notes to be repurchased, which must be an integral multiple of $1 and be an amount such that the unpurchased portion remaining on any Note delivered for repurchase in part is at least $2,000 in principal amount;

(c)           that the Notes are to be repurchased by the Company pursuant to the fundamental change provisions of the Indenture.

A Holder may withdraw any Change in Control Repurchase Notice by delivering to the Paying Agent a written notice of withdrawal prior to the close of business on the Business Day immediately preceding the Change in Control Repurchase Date. The notice of withdrawal must state:

(a)           the name of the Holder;

(b)           a statement that the Holder is withdrawing its election to require the Company to repurchase its Notes;

(c)           the certificate numbers of the Notes being withdrawn, if they are in certificated form;

(d)           the principal amount of Notes being withdrawn, which must be an integral multiple of $1; and

(e)           the principal amount, if any, of the Notes that remain subject to the Change in Control Repurchase Notice, which must be an integral multiple of $1.

If the Notes are not in certificated form, the above notices must comply with appropriate DTC procedures.

To receive payment of the Change in Control Repurchase Price for a Note for which the Holder has delivered and not validly withdrawn a Change in Control Repurchase Notice, the Holder must deliver the Note, together with necessary endorsements, to the Paying Agent at any time after delivery of the Change in Control Repurchase Notice. The Company will pay the Change in Control Repurchase Price for the Note promptly after the later of the Change in Control Repurchase Date and the time of delivery of the Note, together with necessary endorsements.

If the Paying Agent holds on the Change in Control Repurchase Date money sufficient to pay the Change in Control Repurchase Price due on all Notes or portions thereof that are to repurchased by the Company in accordance with the terms of the Indenture, then, on and after the Change in Control Repurchase Date, the Notes will cease to be outstanding and interest on such Notes will cease to accrue, whether or not the Holders deliver the Notes to the Paying Agent. Thereafter, all other rights of the Holders terminate, other than the right to receive the Change in Control Repurchase Price upon delivery of the Notes.

In connection with any Change in Control offer, the Company will, to the extent applicable:

(a)           comply with the provisions of Rule 13e-4 and Regulation 14E under the Exchange Act and all other applicable laws;

(b)           file a Schedule TO or any other required schedule under the Exchange Act or other applicable laws; and

(c)           otherwise comply with all applicable federal and state securities laws in connection with any offer by the Company to purchase the Notes.

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No Notes may be repurchased by the Company at the option of the Holders upon a Change in Control if the principal amount of the applicable Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date.

Voting Rights

The Holders of Notes shall be entitled to exercise all the voting rights associated with the Common Stock on an as-converted basis.

Conversion

Conversion Right and Dividend Participation; Conversion Rate and Conversion Price

Subject to and upon compliance with the provisions set forth the Indenture and described below, at the option of the Holder thereof, the Notes, in part or in whole, shall be convertible at any time before the close of business on the second Business Day immediately preceding the maturity date of the Notes, into Common Stock based on an initial conversion rate, which we refer to as the Conversion Rate, subject to adjustment, of 1,333.3333 shares of Common Stock per $1,000 principal amount of Notes (which represents an initial conversion price of approximately $0.75 per share of Common Stock, which we refer to as the Conversion Price). The Conversion Rate shall be subject to adjustment from time to time as set forth in the Indenture and described in “—Conversion Rate Adjustments” below.

In addition to the interest otherwise specified herein, there shall be payable additional amounts on the Notes equal to the aggregate amount of any cash dividends or distributions that would have been paid on the Common Stock into which the Notes are then convertible, other than in-kind dividends and distributions (as described below), which shall be distributed to the Holders of the Notes on an as-converted basis.

If a Holder is entitled to receive such cash dividends or distributions on its Notes, such right shall not be affected in the event that such Notes are redeemed or repurchased prior to the time of the actual distribution.

In-kind dividends and distributions shall include, but not limited to the following:

(a)           Distribution to all or substantially all holders of the Common Stock of any rights, options or warrants entitling them to purchase or subscribe for the Common Stock;

(b)           Distribution to all or substantially all holders of the Common Stock of shares of capital stock, evidence of indebtedness or other assets or property (other than payment of dividends or distributions in cash) of the Company and/or any of its Subsidiaries; or

(c)           Distribution of any rights under any rights agreement or any future rights plan (i.e., a poison pill) adopted by the Company to the extent such rights are traded separately from the Common Stock.

Conversion Procedures

(a)           In order to exercise the conversion right:

(i)            the Holder of any Definitive Note to be converted must (1) complete and manually sign a notice of conversion substantially in the form set forth on the reverse side of the Note, which we refer to as the Conversion Notice; (2) deliver the Conversion Notice and the Definitive Note to the Conversion Agent and copies of each to the Company; and (3) if required, furnish appropriate endorsements and transfer documents; or

(ii)           the holder of beneficial interests in any Global Note to be converted must comply with the applicable procedures set forth in the Indenture, which we refer to as the Applicable

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Procedures, to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent,

and, in either case, the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and if required pursuant to the Indenture, as described in paragraph (e) of this section, pay funds equal to the interest payable on the next interest payment date.

No notice of conversion with respect to any Notes may be tendered by a Holder thereof if such Holder has also tendered a Change in Control Repurchase Notice and not validly withdrawn such Change in Control Repurchase Notice in accordance with the applicable provisions under the Indenture, as described under “—Redemption or Repurchase of Notes.”

The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of paragraph (a) of this section shall be deemed to be the date of conversion, which we refer to as the Conversion Date.  On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable.

(b)           Notes shall be deemed to have been converted immediately prior to the close of business on the Conversion Date, and at such time the rights of the Holders of such Notes as Holders will cease, and the Person or Persons entitled to receive the shares of Common Stock payable and issuable upon conversion will be treated for all purposes as the payee or payees of such payment and the record holder or holders of such Common Stock at such time.  Following any Conversion Date, the Company shall satisfy its obligations with respect to such conversion by either:

(i)            delivering to the Conversion Agent, for delivery to the Holder (or such other Person as may be named in the relevant Conversion Notice), the cash payment, if any, together with certificates representing the number of shares of Common Stock, payable and issuable upon the conversion; or

(ii)           delivering to such Holder (or such other Person as may be named in the relevant Conversion Notice) the cash payment, if any, together with such number of shares of Common Stock payable and issuable upon such conversion in accordance with the Applicable Procedures,

in each case, together with payment in lieu of fractional shares, if any, as provided for in the Indenture, as described in paragraph (d) of this section (such cash payment and delivery of shares, if any, being referred to as the Settlement; provided that shares of Common Stock only will be deliverable in certificated form if (1) the Holder or holder that is exercising such conversion has specifically requested in writing that delivery be in certificates or (2) the Company determines that delivery is required in certificated shares either because (A) delivery to the Holder (or such other Person named in the relevant Conversion Notice) is not practicable in accordance with the Applicable Procedures or (B) in the opinion of legal counsel, delivery is required in certificated form in order to comply with the requirements of applicable securities laws.  Settlement shall occur promptly.

(c)           In the case of any Note which is converted in part only, upon such conversion the Company shall execute and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder thereof, at the expense of the Company, a new Note or Notes of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Note.  A Note may be converted in part, but only if the principal amount of such Note to be converted is an integral multiple of U.S. $1 and the principal amount of such security to remain Outstanding after such conversion is equal to U.S. $2,000 or an integral multiple of $1 in excess thereof.

(d)           No fractional shares of Common Stock shall be issued upon conversion of any Note or Notes.  If more than one Note shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof) so surrendered.  Instead of any fractional share of Common Stock that would otherwise be issuable upon conversion of any Note or Notes (or specified portions thereof), the Company

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shall calculate and pay a cash adjustment for the fractional amount (calculated to the nearest 1/100th of a share) based upon the applicable Conversion Rate.  The amount of the cash adjustment payable in lieu of issuing such fractional share shall be equal to such fractional share otherwise issuable multiplied by the Closing Sale Price on the applicable Trading Day.

(e)           Upon conversion, a Holder shall not receive any payment of an installment of interest for accrued and unpaid interest except as set forth in the Indenture, as described below.  The Settlement shall be deemed to satisfy the Company’s obligation to pay the principal amount of the Notes and accrued and unpaid interest to, but not including, the Conversion Date. As a result, accrued and unpaid interest to, but not including, the Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the preceding sentence, if Notes are converted after a Regular Record Date for the payment of an installment of interest, Holders of such Notes on the Regular Record Date shall receive payment of an installment of interest on the related Interest Payment Date notwithstanding the conversion.  Notes surrendered for conversion during the period after a Regular Record Date and on or before the related Interest Payment Date must be accompanied by payment of an amount equal to the installment of interest payable on the Notes so converted; provided, however, that no such payment need be made (i) if the Company has specified a Change in Control Repurchase Date that is after a Regular Record Date and on or before the related Interest Payment Date; (ii) to the extent of any defaulted interest existing at the time of conversion with respect to such Notes; or (iii) with respect to any Conversion Date that occurs during the period after the Regular Record Date immediately preceding Maturity to Maturity. Except as described above, no payment or adjustment shall be made for accrued interest on converted Notes.

(f)            All shares of Common Stock delivered upon conversion of Notes during a period in which a Resale Shelf Registration Statement covering such Common Stock is not effective shall bear restrictive legends substantially in the form of the restricted notes legends required to be set forth on the Notes and shall be subject to the restrictions on transfer provided in such legends.  Neither the Trustee nor any Conversion Agent shall have any responsibility for the inclusion or content of any such restrictive legends on such Common Stock.

(g)           Upon the conversion of an interest in a Global Note, the Trustee, or the Notes Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of Notes effected through any Conversion Agent other than the Trustee.

Payment upon Conversion

Following any conversion date, the Company shall satisfy its obligations with respect to such conversion by either (i) delivering to the conversion agent, for delivery to the holder, the cash payment, if any, together with certificates representing the number of shares of Common Stock, payable and issuable upon the conversion; or (ii) delivering to such holder the cash payment, if any, together with such number of shares of Common Stock payable and issuable upon such conversion in accordance with the Indenture, in each case together with payment in lieu of fractional shares, if any.

Conversion Rate Adjustments

(a)           The conversion rate in effect at any time, which shall be the Conversion Rate as adjusted in accordance with the terms herein, will be subject to adjustment, without duplication, upon the occurrence of any of the following events:

(1)           Share Splits and Combinations. If the Company effects a share split (but only to the extent the Holders of the Notes do not participate therein in accordance with the Indenture, as described under “—Conversion Right and Dividend Participation; Conversion Rate and Conversion Price”) or share combination with respect to the Common Stock, the conversion rate will be adjusted based on the following formula:

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where,

CR0 =               the conversion rate in effect immediately prior to the open of business on the effective date of such share split or share combination, as the case may be;

CR' =                  the conversion rate in effect immediately after the open of business on the effective date of such share split or share combination, as the case may be;

S0 =                   the number of shares of the Common Stock outstanding immediately prior to the open of business on the effective date of such share split or share combination, as the case may be; and

S' =                      the number of shares of the Common Stock outstanding immediately after such share split or share combination, as the case may be.

(2)           Issuance of Common Stock.  If the Company issues shares of Common Stock or any rights, options or warrants (other than the Old Equity Warrants) entitling the holders thereof to purchase or subscribe for shares of Common Stock or instruments convertible into shares of Common Stock (but only to the extent the Holders of the Notes do not participate therein in accordance with the Indenture, as described under “—Conversion Right and Dividend Participation; Conversion Rate and Conversion Price”), in each case at a price per share less than the greater of (i) the average of the Closing Sale Prices of the Common Stock over the 10 consecutive trading-day period ending on the Trading Day immediately preceding the date on which the Company publicly discloses such issuance or the plan or intention of such issuance and (ii) the Conversion Price, the conversion rate will be adjusted based on the following formula:

CR0 =               the conversion rate in effect immediately prior to the open of business on the Ex-Date for such issuance;

CR' =                  the conversion rate in effect immediately after the open of business on the Ex-Date for such issuance;

S0 =                        the number of shares of Common Stock outstanding immediately prior to the open of business on the Ex-Date for such issuance;

X =                           the total number of shares of Common Stock issued in such transaction or issuable pursuant to such rights, options, warrants or conversion, as applicable; and

Y =                            the number of shares of Common Stock equal to the aggregate price payable to purchase shares issued in such transaction or exercise such rights, options, warrants or conversion divided by the greater of (i) the average of the Closing Sale Prices of the Common Stock over the 10 consecutive trading-day period ending on the Trading Day immediately preceding the date on which the Company publicly discloses such issuance or the plan or intention of such issuance and (ii) the Conversion Price.

For purposes of this clause (2), in determining whether the Common Stock or any instrument convertible into shares of Common Stock is issued at less than the greater of (i) the average of the Closing Sale Prices of the Common Stock over the 10 consecutive trading-day period ending on the Trading Day immediately preceding the date on which the Company publicly discloses such issuance or the plan or intention of such issuance and (ii) the Conversion Price, and in determining the aggregate purchase or conversion price payable for such shares of Common Stock, there shall be taken into account any consideration received by the Company for such Common Stock, such

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rights, options or warrants or such convertible instrument and, with respect to any rights, options, warrants or convertible instrument, any amount payable upon exercise or conversion thereof, with the Fair Market Value of such consideration, if other than cash.  If any right, option or warrant is not exercised or converted prior to the expiration of the exercisability or convertibility thereof, the conversion rate shall be readjusted to the conversion rate that would have been in effect if the right, option or warrant had not been issued.

(3)           Tender or Exchange Offers. If the Company or any of its Subsidiaries makes a payment in respect of a tender offer or exchange offer for the Common Stock, if the cash and value of any other consideration included in the payment per share of Common Stock exceeds the average of the Closing Sale Prices of the Common Stock over the 10 consecutive trading-day period commencing on, and including, the trading day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer, the conversion rate will be increased based on the following formula:

where,

CR0 =               the conversion rate in effect immediately prior to the close of business on the last Trading Day of the 10 consecutive trading-day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer expires;

CR' =                  the conversion rate in effect immediately after the close of business on the last Trading Day of the 10 consecutive trading-day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer expires;

AC =                  the aggregate value of all cash and any other consideration (as determined by the Company’s Board of Directors) paid or payable for shares purchased in such tender or exchange offer;

S0 =                        the number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires;

S' =                           the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires (after giving effect to such tender offer or exchange offer); and

SP' =                    the average of the Closing Sale Prices of shares of Common Stock over the 10 consecutive trading-day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer expires.

The adjustment to the conversion rate under this clause (3) will occur at the close of business on the tenth Trading Day immediately following, but excluding, the date such tender or exchange offer expires; provided that, for purposes of determining the conversion rate, in respect of any conversion during the ten (10) Trading Days immediately following, but excluding, the date that any tender or exchange offer expires, references within this clause to 10 consecutive Trading Days shall be deemed replaced with such lesser number of consecutive Trading Days as have elapsed between the date such tender or exchange offer expires and the relevant conversion date.

(4)           Payment of PIK Interest. Upon any issuance of PIK Notes or increase in the principal amount of the applicable Global Note in accordance with the terms of the Indenture, the conversion rate will be adjusted based on the following formula:

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where,

CR0 =               the conversion rate in effect immediately prior to the open of business on the date of the issuance of such PIK Notes or increase in the principal amount of the applicable Global Note in accordance with the terms of the Indenture;

CR' =                  the conversion rate in effect immediately after the open of business on the date of the issuance of such PIK Notes or increase in the principal amount of the applicable Global Note in accordance with the terms of the Indenture;

S0 =                   the number of shares of the Common Stock outstanding immediately prior to the open of business on the date of the issuance of such PIK Notes or increase in the principal amount of the applicable Global Note in accordance with the terms of the Indenture; and

X0 =                 the number of shares of the Common Stock into which such PIK Notes or such additional principal amount are convertible, without giving effect to the adjustment to the conversion rate of such PIK Notes or such additional principal amount pursuant to this clause (4).

(5)           Issuance of Common Stock upon exercise of Old Equity Warrants. If the Company issues shares of Common Stock upon exercise of the Old Equity Warrants, the conversion rate will be adjusted based on the following formula:

CR0 =               the conversion rate in effect immediately prior to the open of business on the Ex-Date for such issuance;

CR' =                  the conversion rate in effect immediately after the open of business on the Ex-Date for such issuance;

S0 =                        the number of shares of Common Stock outstanding immediately prior to the open of business on the Ex-Date for such issuance; and

X =                           the total number of shares of Common Stock issued upon exercise of the Old Equity Warrants.

If the Company issues rights, options or warrants that are only exercisable upon the occurrence of certain triggering events, then it will not adjust the conversion rate pursuant to items (1) through (4) above until the earliest of these triggering events occurs.

The Company will not adjust the conversion rate pursuant to clauses (1), (2), (3) or (4) above unless the adjustment would result in a change of at least 1% in the then effective conversion rate. However, the Company will carry forward any adjustment that it would otherwise have to make and take that adjustment into account in any subsequent adjustment. However, with respect to any Notes that are subject to conversion, the Company will give effect to all adjustments that it has otherwise deferred pursuant to the Indenture, as described under “—Conversion Rate Adjustments,” and those adjustments will no longer be carried forward and taken into account in any subsequent adjustment on the earlier of (i) the date of the conversion of such Note, and (ii) the one-year anniversary of the first date upon which an adjustment would otherwise have been made, except to the extent such adjustment has already been made.  Adjustments to the conversion rate will be calculated to the nearest 1/10,000th.

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To the extent permitted by law and the listing requirements of any stock exchange or market on which shares of the Common Stock are listed, the Company may, from time to time, increase the conversion rate by any amount for a period of at least twenty (20) Business Days or any longer period permitted or required by law, so long as the increase is irrevocable during that period and its Board of Directors determines that the increase is in the Company’s best interests. The Company will mail a notice of the increase to registered Holders at least fifteen (15) days before the day the increase commences. In addition, the Company may, but is not obligated to, also increase the conversion rate as it determines to be advisable in order to avoid or diminish taxes to recipients of certain distributions.

(b)           Notice of Conversion Rate Adjustment. Whenever the Conversion Rate is adjusted, the Company shall promptly mail to Holders of the Notes a notice of the adjustment and file with the Trustee and Conversion Agent an Officers’ Certificate briefly stating the facts requiring the adjustment and the manner of computing it.  Unless and until the Trustee and Conversion Agent receive an Officers’ Certificate setting forth an adjustment of the Conversion Rate, each of the Trustee and Conversion Agent may assume without inquiry that the Conversion Rate has not been adjusted and that the last Conversion Rate of which it has knowledge remains in effect.

(c)           Notice of Certain Transactions. In the event that, the Company takes any action which would require an adjustment to the Conversion Rate, the Company shall mail to the Holders of the Notes and file with the Trustee and Conversion Agent a notice stating the proposed record or effective date, as the case may be.  If not otherwise specified herein, the Company shall mail the notice at least ten Business Days before such date. Failure to mail such notice or any defect therein shall not affect the validity of any transaction referred to in this clause.

(d)           No Adjustment. No adjustment in the conversion rate shall be required:

(i)            upon the issuance of any of the shares of Common Stock, restricted stock or restricted stock units, non-qualified stock options, incentive stock options or any other options or rights (including stock appreciation rights) to purchase shares of the Common Stock pursuant to a management incentive plan approved by the Company’s post-emergence Board of Directors;

(ii)           upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan;

(iii)          upon the issuance of any shares of Common Stock or shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (2) above;

(iv)          for any transactions described in “—Conversion Rate Adjustments” in which the Holders of the Notes participate (as a result of holding the Notes, and at the same time as holders of Common Stock participate) in such transactions as if such Holders held a number shares of Common Stock equal to the Conversion Rate at the time such adjustment would be required, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder, without having to convert their Notes;

(v)           for a change in the par value of the Common Stock; or

(vi)          for accrued and unpaid interest on the Notes (including any Additional Interest other than PIK interest).

(e)           Change in the Conversion Right upon Certain Reclassifications, Business Combinations and Asset Sales. If the Company (i) reclassifies the Common Stock (other than a change only in par value or a change as a result of a split, subdivision or combination of the Common Stock); (ii) is party to a consolidation, merger or binding share exchange; or (iii) sells, transfers, leases, conveys or otherwise disposes of all or substantially all of its property or assets; in each case pursuant to which the Common Stock would be converted into or exchanged for, or would constitute solely the right to receive cash, securities or other property, then, if a Holder converts its Notes on

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or after the effective date of any such transaction, the Notes will be convertible into, in lieu of the Common Stock, the same type (in the same proportions) of consideration received in the relevant event by holders of the number of shares of Common Stock into which the Notes were convertible as of immediately prior to such relevant event.

Increase of Conversion Rate Upon Occurrence of a Make-Whole Fundamental Change

If, after the Common Stock is listed on a National Securities Exchange and prior to maturity date:

(a)           there occurs a sale, transfer, lease, conveyance or other disposition of all or substantially all of the Company’s property or assets to any “person” or “group” (as those terms are used in sections 13(d) and 14(d) of the Exchange Act), including any group acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act; or

(b)           there occurs any transaction or series of related transactions (other than a consolidation or merger that constitutes a Listed Stock Business Combination), in connection with which (whether by means of an exchange offer, liquidation, tender offer, consolidation, merger, combination, reclassification, recapitalization, asset sale, lease of assets or otherwise) the Common Stock are exchanged for, converted into, acquired for or constitute solely the right to receive other securities, other property, assets or cash (we refer to any transaction described in this clause and clause (a) above as a Make-Whole Fundamental Change);

then the Company will increase the conversion rate as set forth in the table below for any Notes surrendered for conversion at any time from, and including, the actual effective date of the Make-Whole Fundamental Change, which we refer to herein as the Make-Whole Fundamental Change Effective Date, to, and including, the 30th Business Day after the actual Make-Whole Fundamental Change Effective Date (or, if the Make-Whole Fundamental Change also constitutes a Change in Control, to, and including, the Change in Control Repurchase Date for that Change in Control (we refer to this period as the Make-Whole Conversion Period).

Notwithstanding the foregoing, the sale, transfer, lease, conveyance or other disposition of all or substantially all of the Company’s property or assets to any of its wholly-owned subsidiaries shall not constitute a Make-Whole Fundamental Change so long as such transaction is not part of a plan or a series of transactions designed to or having the effect of merging or consolidating with, selling, transferring, leasing, conveying or disposing of all or substantially all its properties and assets to any other person or persons.

The Company will mail to registered Holders, at their addresses appearing in the Note Register, and the Trustee and Conversion Agent, notice of, and the Company will publicly announce, through a reputable national newswire service, the anticipated Make-Whole Fundamental Change Effective Date of any proposed Make-Whole Fundamental Change. The Company must make this mailing and announcement at least 30 Business Days before the anticipated Make-Whole Fundamental Change Effective Date. In addition, no later than the fifth Business Day after the completion of the Make-Whole Fundamental Change, the Company will deliver an additional notice and announcement announcing such completion.

In connection with a Make-Whole Fundamental Change, the Company will increase the Conversion Rate as set forth in the Indenture and described in the table below, based on the date when the Make-Whole Fundamental Change becomes effective, which we refer to herein as the Make-Whole Fundamental Change Effective Date, and the Applicable Price. If the Make-Whole Fundamental Change is a transaction or series of related transactions described in the above clause (b) of the first paragraph of this section and the consideration (excluding cash payments for fractional shares or pursuant to statutory appraisal rights) for the Common Stock in the Make-Whole Fundamental Change consists solely of cash, then the Applicable Price will be the cash amount paid per share of Common Stock in the Make-Whole Fundamental Change.  In all other cases, the Applicable Price will be the average of the Closing Sale Prices per share of Common Stock for the five (5) consecutive Trading Days immediately preceding, but excluding, the relevant Make-Whole Fundamental Change Effective Date. The Company will make appropriate adjustments, in its good faith determination, to account for any adjustment to the conversion rate that becomes effective, or any event requiring an adjustment to the conversion rate where the Ex-Date of the event occurs, at any time during those five (5) consecutive Trading Days.

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The table below sets forth the number of additional shares per $1,000 principal amount of Notes that will be added to the conversion rate applicable to the Notes that are converted during the Make-Whole Conversion Period. The increased conversion rate will be used to determine the number of shares of Common Stock due upon conversion. If an event occurs that requires an adjustment to the conversion rate, the Company will, on the date it must adjust the conversion rate, adjust each Applicable Price set forth in the first column of the table below by multiplying the Applicable Price in effect immediately before the adjustment by a fraction:

(a)           whose numerator is the conversion rate in effect immediately before the adjustment; and

(b)           whose denominator is the adjusted conversion rate.

In addition, the Company will adjust the number of additional shares in the table below in the same manner which, and for the same events for which it must adjust the conversion rate as set forth in the Indenture and described under “—Conversion Rate Adjustments.”

The exact Applicable Price and Make-Whole Fundamental Change Effective Date may not be as set forth in the Indenture and described in the table below, in which case:

(a)           if the actual Applicable Price is between two Applicable Prices listed in the table, or the actual Make-Whole Fundamental Change Effective Date is between two Make-Whole Fundamental Change Effective Dates listed in the table, the Company will determine the number of additional shares by linear interpolation between the numbers of additional shares set forth for the two Applicable Prices, or for the two Make-Whole Fundamental Change Effective Dates based on a 365-day year, as applicable;

(b)           if the actual Applicable Price is greater than $7.50 per share (subject to adjustment in the same manner as the “Applicable Prices” in the table in below), the Company will not increase the conversion rate; and

(c)           if the actual Applicable Price is less than $1.00 per share (subject to adjustment in the same manner as the “Applicable Prices” in the table below), the Company will not increase the conversion rate.

However, the Company will not increase the conversion rate as described above to the extent the increase will cause the Conversion Rate to exceed the greater of (i) the initial Conversion Rate (1,333.3333) and (ii) $1,000 divided by (a) the average of the Closing Sale Prices of Common Stock over the 30 consecutive trading-day period beginning March 1, 2010, plus (b) 399.1307.  The Company will adjust this maximum conversion rate in the same manner in which, and for the same events for which, the Company must adjust the conversion rate as described herein.

Number of additional shares

(per $1,000 principal amount of notes)

Make-Whole Fundamental Change Effective date

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Notwithstanding anything above, $1,000 divided by the average of the Closing Sale Prices of the Common Stock over the 30 consecutive trading-day period described above plus 399.1307 was less than the initial Conversion Rate of 1,333.333.  Accordingly, no adjustments to the Conversion Rate pursuant to the Indenture, as described in the table above, will be made in the event of a Make-Whole Fundamental Change.

Certain Covenants

Limitation on Restricted Payments

(a)           The Company will not, and will not permit any Restricted Subsidiaries to:

(i)            directly or indirectly declare or pay any dividend or make any distribution in respect of the Company’s or any of its Restricted Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than:  (A) dividends or distributions by the Company payable in Equity Interests (other than Disqualified Stock) of the Company or in options, warrants or other rights to purchase such Equity Interests; or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Subsidiary other than a Wholly Owned Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities;

(ii)           purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Company or any direct or indirect parent of the Company, including in connection with any merger or consolidation;

(iii)          make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness; or

(iv)          make any Restricted Investment;

(all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as Restricted Payments), unless, at the time of such Restricted Payment:

(1)           no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof;

(2)           immediately after giving effect to such transaction on a pro forma basis, the Company could incur $1.00 of additional Indebtedness under the Indenture, as described in paragraph (a) of “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock”;

(3)           such Restricted Payment is made after August 26, 2013; and

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(4)           such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the Issuance Date is less than the sum of:

(A)          50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the fiscal quarter that first begins after the Issuance Date to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit), plus

(B)           100% of the aggregate net cash proceeds received by the Company since immediately after the Issuance Date from the issue or sale of (x) Equity Interests of the Company or (y) debt securities of the Company (other than the New Notes) that have been converted into Equity Interests of the Company (other than debt held by a Subsidiary of the Company); provided, however, that this clause (B) shall not include the proceeds from (a) Equity Interests or convertible debt securities of the Company sold to a Restricted Subsidiary or the Company, as the case may be, (b) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (c) Excluded Contributions, plus

(C)           100% of the aggregate amount received in cash received by means of (A) the sale or other disposition (other than to the Company or a Restricted Subsidiary) of Restricted Investments made by the Company and its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Company and its Restricted Subsidiaries by such Person and repayments of loans or advances which constitute Restricted Investments by the Company and its Restricted Subsidiaries or (B) the sale (other than to the Company or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than in each case an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary was made by the Company or a Restricted Subsidiary and constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary (to the extent not included in Net Income), plus

(D)          100% of the aggregate amount of cash contributed to the capital of the Company following the Issuance Date (other than by a Restricted Subsidiary and other than Excluded Contributions), plus

(E)           in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the investment in such Unrestricted Subsidiaries at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary and (ii) the amount of all Restricted Payments made to such Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary was made by the Company or a Restricted Subsidiary and constituted a Permitted Investment.

(b)           The foregoing provisions will not prohibit:

(i)            the payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of the Indenture;

(ii)           the redemption, repurchase, retirement, defeasance or other acquisition of any Equity Interests, which we refer to as the Retired Capital Stock, or Subordinated Indebtedness of the Company, in exchange for, or out of the proceeds of the substantially concurrent sale (other than

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to a Restricted Subsidiary) of, Equity Interests of the Company (other than any Disqualified Stock);

(iii)          the redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness of the Company made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Subordinated Indebtedness of the Company so long as (A) the principal amount of such new Indebtedness does not exceed the principal amount of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired for value, plus the amount of any premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired, together with all costs and expenses paid in connection thereto; (B) such Indebtedness is subordinated to the Senior Indebtedness and the Notes at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or retired for value; (C) such Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the New Notes or the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired and (D) such Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the New Notes or the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired;

(iv)          a Restricted Payment to pay for the repurchase, redemption, retirement or other acquisition or retirement for value of common Equity Interests of the Company held by any future, present or former employee, director or consultant (or their heirs or estates) of the Company or any Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any subscription, stockholder or other agreement; provided, however, that the aggregate Restricted Payments made under this clause (iv) does not exceed in any calendar year $2.5 million and $15.0 million over the entire term of the Notes; provided further that such amount in any calendar year may be increased by an amount not to exceed (A) the cash proceeds from the sale of Equity Interests of the Company to members of management, directors or consultants (or their heirs or estates) of the Company and its Subsidiaries that occurs after the Issuance Date plus (B) the cash proceeds of key man life insurance policies received by the Company and its Restricted Subsidiaries after the Issuance Date; and provided further that cancellation of Indebtedness owing to the Company from members of management of the Company or any of its Restricted Subsidiaries in connection with a repurchase of Equity Interests of the Company will not be deemed to constitute a Restricted Payment for purposes of this section or any other provision of the Indenture;

(v)           any repricing or issuance of employee stock options or the adoption of bonus arrangements, in each case in connection with the issuance of the New Notes, and payments pursuant to such arrangements;

(vi)          the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Company or any Restricted Subsidiary issued in accordance with the Fixed Charge Coverage Ratio test set forth in the Indenture and described in “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock”;

(vii)         repurchases of Equity Interests deemed to occur upon exercise of stock options, warrants or similar rights if such Equity Interests represent a portion of the exercise price of such options, warrants or similar rights;

(viii)        payments of cash, dividends, distributions or advances by the Company to allow the payment of cash in lieu of the issuance of fractional shares upon (a) the exercise of options or warrants or (b) the conversion or exchange of Capital Stock of the Company;

(ix)           payments of cash, dividends, distributions or advances by the Company and the Guarantors to prepay, redeem, defease, repurchase, retire, or otherwise acquire the New Notes, subject to the provisions of the Indenture, as described under “—Redemption or Repurchase of Notes” and “—Certain Covenants—Limitation on Sales of Assets—Offer to Purchase by Application of Excess Proceeds.”

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(x)            Restricted Payments that are made with Excluded Contributions; and

(xi)           other Restricted Payments in an aggregate amount not to exceed $5.0 million made prior to the last date on which interest on the New Notes is payable in PIK and $15.0 million if made thereafter.

(c)           As of the Issuance Date, all of the Company’s Subsidiaries will be Restricted Subsidiaries.  The Company will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the second to last sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Company and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investments.” Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time (whether pursuant to clause (a) of this section or pursuant to the definition of “Permitted Investments”) and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.  Unrestricted Subsidiaries will not be subject to any of the restrictive covenants described herein and set forth in the Indenture.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock

(a)           The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, we refer to this as to incur or an incurrence) any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock or permit any of its Restricted Subsidiaries to issue any shares of Disqualified Stock; provided, however, that the Company may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock if the Fixed Charge Coverage Ratio for the Company’s and its Restricted Subsidiaries’ most recently ended four full fiscal quarters for which financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued would have been at least 3.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided that the amount of Indebtedness and Disqualified Stock that may be incurred pursuant to the foregoing by Restricted Subsidiaries that are not Guarantors of the Notes shall not exceed $10.0 million at any one time outstanding.

(b)           The foregoing limitations will not apply to:

(i)          the incurrence by the Company or the Guarantors of Indebtedness under the Senior Credit Facilities and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof) up to an aggregate principal amount of $311,019,628 outstanding at any one time plus any amounts for premiums, costs and expenses associated with a refinancing or refinancings of Indebtedness in this clause (i);

(ii)         the incurrence by the Company and any Guarantor of Indebtedness represented by the New Notes (including any Guarantee and the PIK Notes), including any notes issued in exchange for the New Notes and any guarantees thereof;

(iii)        the Existing Indebtedness (other than indebtedness described in another clause of the Indenture);

(iv)       the incurrence by the Company or the Guarantors of Indebtedness pursuant to a Credit Facility in an aggregate amount up to $50.0 million;

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(v)        the incurrence by the Company of Indebtedness represented by Capitalized Lease Obligations, Disqualified Stock incurred by the Company or any of its Restricted Subsidiaries, mortgage financings or purchase money obligations, when aggregated with the principal amount of all other Indebtedness and Disqualified Stock, incurred pursuant to this clause (v) and including all Refinancing Indebtedness incurred to refund, refinance or replace any other Indebtedness or Disqualified Stock incurred pursuant to this clause (v), does not exceed $25.0 million;

(vi)       Indebtedness incurred by the Company or any of its Restricted Subsidiaries arising in respect of letters of credit, bankers’ acceptances, workers’ compensation claims or self-insurance, or other Indebtedness with respect to reimbursement type obligations regarding workers’compensation claims, in each case in the ordinary course of business;

(vii)      Indebtedness of the Company to a Restricted Subsidiary; provided that any such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor is made pursuant to an intercompany note and is subordinated in right of payment to the New Notes; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary) shall be deemed, in each case to be an incurrence of such Indebtedness;

(viii)     Indebtedness of a Restricted Subsidiary to the Company or another Restricted Subsidiary; provided that (A) any such Indebtedness is made pursuant to an intercompany note and (B) if a Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not a Guarantor, such Indebtedness is subordinated in right of payment to the Guarantee of such Guarantor; provided further that any subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary) shall be deemed, in each case to be an incurrence of such Indebtedness;

(ix)        Hedging Obligations that are incurred in the ordinary course of business (but in any event excluding Hedging Obligations entered into for speculative purposes);

(x)         obligations in respect of performance, bid, appeal and surety bonds and completion guarantees provided by the Company or any Restricted Subsidiary in the ordinary course of business;

(xi)        Indebtedness of any Guarantor in respect of such Guarantor’s Guarantee;

(xii)       (A) any guarantee by the Company of Indebtedness or other obligations of any Restricted Subsidiaries so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of the Indenture, as described in “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock” and (B) any guarantee by a Restricted Subsidiary of Indebtedness of the Company; provided that such Guarantee is incurred in accordance with the Indenture, as described under “—Limitation on Guarantees of Indebtedness by Restricted Subsidiaries”;

(xiii)      Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds, provided that such Indebtedness is extinguished within five (5) Business Days of its incurrence;

(xiv)      (A) any guarantee by the Company or a Guarantor of Indebtedness or other obligations of any of its Restricted Subsidiaries so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the Indenture, as described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock” and (B) any guarantee by a Restricted Subsidiary of Indebtedness of the Company; provided that such Guarantee is incurred in accordance with the Indenture, as described under “—Limitation on Guarantees of Indebtedness by Restricted Subsidiaries”;

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(xv)       Issuance by the Company of additional senior convertible notes on terms that are identical to the New Notes in an aggregate principal amount not to exceed $20.0 million, solely for the purpose of curing any covenant defaults under the Senior Credit Facility;

(xvi)      Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted to be incurred under the Fixed Charge Coverage Ratio test set forth in the Indenture, as described under paragraph (a) of “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock” or clauses (i), (ii), (iii) or (xvi);

(xvii)     Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment or purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than the guarantees of Indebtedness incurred by any Person acquiring all of such business, assets or a Subsidiary for the purpose of financing such acquisition;

(xviii)    The incurrence of contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business;

(xix)      Indebtedness representing installment insurance premiums of the Company owing to insurance companies in the ordinary course of business;

(xx)       The incurrence of Indebtedness consisting of guarantees of loans or other extensions of credit to or on behalf of current or former officers, directors, employees or consultants of the Company, or any of its Subsidiaries for the purposes of permitting such Persons to purchase Capital Stock of the Company, not to exceed $1.0 million;

(xxi)      The incurrence by the Company and the Guarantors of royalties, the dedication of reserves under supply agreements or similar rights or interests granted, taken subject to, or otherwise imposed on properties consistent with the ordinary course of business or normal practices in the commercial vehicle components industry;

(xxii)     Indebtedness or Disqualified Stock of Persons that are acquired by the Company or any of its Restricted Subsidiaries or merged into the Company or a Restricted Subsidiary in accordance with the terms of the Indenture; provided that such Indebtedness or Disqualified is not incurred in contemplation of such acquisition or merger; and provided further that after giving effect to such acquisition or merger, either (A) the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the Indenture, as described in the first sentence under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock” or (B) the Fixed Charge Coverage Ratio is greater than immediately prior to such acquisition or merger; or

(xxiii)    The incurrence by the Company or any Guarantor of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Refinancing Indebtedness incurred to renew, refund, refinance, defease or discharge any Indebtedness incurred pursuant to this clause (xxiii), not to exceed $40.0 million.

For purposes of determining compliance with the provisions of the Indenture, as described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock,” in the event that an item of Indebtedness or Disqualified Stock meets the criteria of more than one of the categories of permitted Indebtedness or Disqualified Stock described in clauses (i) through (xxiii) above or is entitled to be incurred pursuant to the Indenture, as described under paragraph (a) of “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock,” the Company shall, in its sole discretion, classify or reclassify such item of Indebtedness or Disqualified Stock and will only be required to include the amount and type of such Indebtedness or Disqualified Stock in one of the above clauses.  Accrual of interest, the accretion of accreted value and the payment of interest in

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the form of additional Indebtedness or Disqualified Stock will not be deemed to be an incurrence of Indebtedness or Disqualified Stock for purposes of the Indenture, as described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock.”

For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.  The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

Limitation on Liens

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly create, incur or suffer to exist any Lien on any asset or property of the Company or such Restricted Subsidiary securing Indebtedness (other than Permitted Liens) unless all payments due under the New Notes are equally and ratably secured with (or on a senior basis to, in the case of obligations subordinated in right of payment to the New Notes) the Indebtedness so secured until such time as such Indebtedness is no longer secured by a Lien.

The preceding paragraph will not require the Company or any Restricted Subsidiary of the Company to secure the New Notes if the relevant Lien consists of a Permitted Lien.  Any Lien which is granted to secure the New Notes or such Guarantee under the preceding paragraph shall be automatically released and discharged at the same time as the release of the Lien that gave rise to the obligation to secure the Notes or such Guarantee under such preceding paragraph.

Limitation on Transactions with Affiliates

(a)           The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (we refer to each of the foregoing as an Affiliate Transaction) involving aggregate payments or consideration in excess of $5.0 million, unless:

(i)            such Affiliate Transaction is on terms that are not materially less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and

(ii)           the Company delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, a resolution adopted by the majority of the Board of Directors of the Company approving such Affiliate Transaction and set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with the Indenture, as described under clause (i) above; provided that for any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25.0 million, the Company shall deliver to the Trustee, in addition to such board resolution and Officers’ Certificate, a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (i) above.

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(b)              The foregoing provisions will not apply to the following:

(i)            transactions between or among the Company and/or any of its Restricted Subsidiaries;

(ii)           any indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary;

(iii)          payments or loans (or cancellation of loans) to employees or consultants of the Company, any of its direct or indirect parent corporations or any Restricted Subsidiary which are approved by a majority of the Board of Directors of the Company in good faith, which shall not exceed $1.0 million in the aggregate at any one time outstanding;

(iv)          any agreement as in effect as of the Issuance Date or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders in any material respect) or any transaction contemplated thereby;

(v)           any employment agreement or employee benefit plan entered into by the Company or any Restricted Subsidiary in the ordinary course of business and payments pursuant thereto;

(vi)          payment of reasonable directors’ fees and expenses;

(vii)         transactions with joint ventures in a Similar Business;

(viii)        transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture which are fair to the Company or its Restricted Subsidiaries, in the reasonable determination of the Board of Directors of the Company or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

(ix)           the issuance of Equity Interests (other than Disqualified Stock) of the Company to any director, officer, employee or consultant;

(x)            any contribution to the capital of the Company;

(xi)           transactions in which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or meets the requirements of the Indenture, as described under clause (i) of paragraph (a) under “—Limitation on Transactions with Affiliates”;

(xii)          Restricted Payments permitted by the Indenture, as described under “—Limitation on Restricted Payments” and Permitted Investments;

(xiii)         the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issuance Date and any similar agreements which it may enter into thereafter; and

(xiv)        pledges of Equity Interests of Unrestricted Subsidiaries.

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Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:

(a)                                  (i) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;

(b)                                 make loans or advances to the Company or any of its Restricted Subsidiaries; or

(c)                                  sell, lease, or transfer any of its properties or assets to the Company, or any of its Restricted Subsidiaries, except (in each case) for such encumbrances or restrictions existing under or by reason of:

(i)                                     contractual encumbrances or restrictions in effect on the Issuance Date, including, without limitation, pursuant to Existing Indebtedness or the Senior Credit Facilities and their related documentation;

(ii)                                  the Indenture, the New Notes and the Guarantees;

(iii)                               purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature discussed in clause (c) above on the property so acquired;

(iv)                              applicable law or any applicable rule, regulation or order;

(v)                                 any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired;

(vi)                              contracts for the sale of assets or Capital Stock, including, without limitation restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;

(vii)                           secured Indebtedness otherwise permitted to be incurred pursuant to the Indenture, as described under (A) “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock” and (B) “—Limitation on Liens” that limit the right of the debtor to dispose of the assets securing such Indebtedness;

(viii)                        restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(ix)                                customary provisions in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), including provisions limiting the distribution or disposition of assets or property, entered into in the ordinary course of business or with the approval of the Board of Directors of the Company;

(x)                                   customary provisions (including non-assignment provisions) contained in leases and other agreements entered into in the ordinary course of business;

(xi)                                Refinancing Indebtedness; or

(xii)                             any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements,

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refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i), (ii) and (vii)(A) above, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company’s Board of Directors, not, taken as a whole, more restrictive with respect to such dividend and other payment restrictions set forth in clauses (a), (b) and (c) above than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries

(a)                                  The Company will not permit any Restricted Subsidiary that is a Domestic Subsidiary, other than a Guarantor, to guarantee the payment of any Indebtedness of the Company or any other Guarantor unless such Restricted Subsidiary simultaneously executes and delivers a supplemental Indenture to the Indenture providing for a Guarantee of payment of the Notes by such Restricted Subsidiary except that with respect to a guarantee of Indebtedness of the Company or any Guarantor if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee of the Notes, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes.

(b)                                                 Notwithstanding the foregoing and the other provisions of the Indenture, any Guarantee by a Restricted Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer, to any Person not an Affiliate of the Company, of all of the Company’s Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary (which sale, exchange or transfer is not prohibited under the Indenture); (ii) the release or discharge of the guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; (iii) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture; or (iv) if the Company designates a Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary.

Limitation on Sales of Assets

The Company will not, and will not permit any of its Restricted Subsidiaries to, cause, make or suffer to exist an Asset Sale, unless (x) the Company, or its Restricted Subsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets sold or otherwise disposed of; and (y) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Company, or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that (a) the amount of any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto) of the Company or any Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets and for which the Company and all Restricted Subsidiaries have been validly released by all creditors in writing, (b) any securities, notes or other obligations received by the Company or its Restricted Subsidiaries from such transferee that are converted by the Company or such Restricted Subsidiaries into cash or Cash Equivalents within 270 days following the closing of such Asset Sale and (c) any Designated Noncash Consideration received by the Company or any Restricted Subsidiary in such Asset Sale having a Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (c) that is at the time outstanding not to exceed 10% of Total Assets at the time of receipt of such Designated Noncash Consideration (with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall be deemed to be cash for the purposes of this provision and for no other purpose.

Within 270 days after the Company’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale, the Company or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale (i) to permanently reduce (x) Obligations under the Senior Credit Facilities, and if the Senior Credit Facilities repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; or (y) other Pari Passu Indebtedness; and/or (ii) to make an investment in (A) any one or more businesses, provided, that such investment in any business is in the form of the acquisition of all or substantially all of the assets or any Capital Stock of such business and results in the Company or a Restricted Subsidiary, as the case may be, owning an amount

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of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) capital expenditures or (C) acquisitions of other assets used or useful in a Similar Business.

Pending the final application of any such Net Proceeds, the Company or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Proceeds in Cash Equivalents, Investment Grade Securities or any other manner not prohibited by the Indenture.

Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in the second paragraph of “—Limitation on Sale of Assets” will be deemed to constitute “Excess Proceeds.”

When the aggregate amount of Excess Proceeds exceeds $20.0 million, the Company shall make an offer to all Holders, and if required by the terms of any Pari Passu Indebtedness, to the holders of such Pari Passu Indebtedness, which we refer to as an Asset Sale Offer, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness, that is an integral multiple of $1 that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Special Interest, if any, to the date fixed for the closing of such offer, which we refer to as the Offered Price, in accordance with the procedures set forth in the Indenture, as described under “—Offer to Purchase by Application of Excess Proceeds” below, provided that if such Asset Sale Offer is made on or before February 26, 2013, the offer price with respect to the Notes shall be in an amount equal to 100% of the principal amount thereof, plus all interest that would be payable and unpaid (whether or not accrued) on February 26, 2013, and provided further that no Notes of $2,000 or less shall be purchased in part.

Offer to Purchase by Application of Excess Proceeds

In the event that the Company shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below.

Within ten (10) Business Days after the date on which the aggregate amount of Excess Proceeds exceeds $20.0 million, the Company shall give to each Holder, with a copy to the Trustee, in the manner provided in the Indenture a notice stating:

(a)                                  that the Holder has the right to require the Company to repurchase such Holder’s Notes at the Offered Price, subject to proration in the event the Excess Proceeds are less than the aggregate Offered Price of all Notes tendered;

(b)                                 the date of purchase of Notes pursuant to the Asset Sale Offer, which we refer to as the Asset Sale Purchase Date, which shall be no earlier than thirty (30) days nor later than sixty (60) days from the date such notice is mailed;

(c)                                  that the Offered Price will be paid to Holders electing to have Notes purchased on the Asset Sale Purchase Date; provided that a Holder must surrender its Note to the Paying Agent at the address specified in the notice prior to the close of business at least five Business Days prior to the Asset Sale Purchase Date;

(d)                                 any Note not tendered will continue to accrue interest pursuant to its terms;

(e)                                  that unless the Company defaults in the payment of the Offered Price, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Asset Sale Purchase Date;

(f)                                    that Holders will be entitled to withdraw their tendered Notes and their election to require the Company to purchase such Notes, provided that the Company receives, not later than the close of business on the third Business Day preceding the Asset Sale Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes tendered for purchase, and a statement that such Holder is withdrawing its election to have such Notes purchased;

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(g)                                 that the Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1 in excess thereof; and the instructions a Holder must follow in order to have his Notes purchased in accordance with the Indenture, as described under “—Limitation on Sales of Assets.”

To the extent that the aggregate amount of Notes and Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in the Indenture.  If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes, and the Company shall select the Pari Passu Indebtedness to be purchased in the manner described in the immediately succeeding paragraph.  Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

If less than all the Notes are to be repurchased pursuant to the Indenture, as described under “—Limitation on Sales of Assets,” selection of such Notes for repurchase shall be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed, or, if such Notes are not so listed, on a pro rata basis, by lot or by such other similar method in accordance with the procedures of the Depository (and in such manner as complies with applicable legal requirements); provided that no Notes of $2,000 or less shall be purchased in part. The Trustee shall promptly notify the Company in writing of the Notes selected for repurchase and, in the case of any Notes selected for partial repurchase, the principal amount thereof to be repurchased.

Unless the context otherwise requires, all provisions relating to repurchase of Notes shall relate, in the case of any Note repurchased or to be repurchased only in part, to the portion of the principal amount of such Note which has been or is to be repurchased.

The Company will comply with the requirements of Rule 14e-l under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to an Asset Sale Offer.  To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture, as described in “—Limitation on Sales of Assets” and “—Offer to Purchase by Application of Excess Proceeds,” the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Indenture.

Merger, Consolidation or Sale of Assets

The Company may not consolidate or merge with or into or wind up into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any Person unless:

(a)                                  the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (we refer to the Company or such Person, as the case may be, as the Successor Company);

(b)                                 the Successor Company (if other than the Company) expressly assumes all the obligations of the Company under the Indenture and the Notes pursuant to a supplemental Indenture or other documents or instruments in form reasonably satisfactory to the Trustee;

(c)                                  immediately after such transaction, no Default or Event of Default exists;

(d)                                 immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period, (i) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness under the Indenture, as described under paragraph (a) under “—Limitation on

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Incurrence of Indebtedness and Issuance of Disqualified Stock,” or (ii) the Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction;

(e)                                  each Guarantor, unless it is the other party to the transactions described above, in which case clause (b) shall apply, shall have by supplemental Indenture confirmed that its Guarantee shall apply to such Person’s obligations under the Indenture and the Notes; and

(f)                                    the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and if a supplemental Indenture is required in connection with such transaction, such supplemental Indenture, comply with the requirements of the Indenture.

The Successor Company will succeed to, and be substituted for, the Company under the Indenture and the Notes.  Notwithstanding the foregoing clauses (c) and (d), (i) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company and (ii) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another State of the United States so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby.

Subject to the Indenture, as described under the second paragraph of “—Guarantees,” each Guarantor shall not, and the Company shall not permit a Guarantor to, consolidate or merge with or into or wind up into (whether or not such Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions to, any Person, unless at the time and after giving effect:

(a)                                  (i)                                     such Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the United States, any State thereof, the District of Columbia, or any territory thereof (we refer to such Guarantor or such Person, as the case may be, as the Successor Guarantor);

(ii)                                  the Successor Guarantor, if other than such Guarantor, expressly assumes all the obligations of such Guarantor and under such Guarantor’s Guarantee pursuant to a supplemental Indenture or other documents or instruments in form reasonably satisfactory to the Trustee;

(iii)                               immediately after such transaction, no Default or Event of Default exists; and

(iv)                              the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental Indenture, if any, comply with the Indenture; or

(b)                               the transaction is made in compliance with the Indenture, as described under “—Limitation of Sales on Assets.”

Subject to the Indenture, as described under the second paragraph of “—Guarantees,” the Successor Guarantor shall succeed to, and be substituted for, such Guarantor under the Indenture and such Guarantor’s Guarantee.  Notwithstanding the foregoing, any Guarantor may merge into or transfer all or part of its properties and assets to another Guarantor or the Company.

Statement by Officers as to Default

The Company will deliver to the Trustee, within 180 days after the end of each fiscal year, an Officers’ Certificate stating whether such Officers signing the Officers’ Certificate have actual knowledge of any Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default by the Company in performing any of its obligations under the Indenture or the New Notes, describing any such Default or

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Event of Default and what actions the Company is taking or proposes to take with respect thereto.  The Company shall provide prompt written notice to the Trustee of any change to the fiscal year, which as of the date hereof ends on December 31.

When any Default has occurred and is continuing under the Indenture, or if the trustee for or the holder of any other evidence of Indebtedness of the Company or any Subsidiary gives any notice or takes any other action with respect to a claimed default (other than with respect to Indebtedness in the principal amount of less than $10 million), the Company shall notify the Trustee in writing of such event, notice or other action within five Business Days of its occurrence.

Commission Reports and Reports to Holders

The Company will deliver to the Trustee (without exhibits), within 15 days after it is required to file them with the Commission copies of: (A) annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form); (B) reports on Form 10-Q (or any successor or comparable form); (C) reports on Form 8-K (or any successor or comparable form); and (D) any other information, documents and other reports which the Company would be required to file with the Commission pursuant to section 13 or 15(d) of the Exchange Act; provided, however, if the Company is not obligated to file such reports with the Commission or if the Commission does not permit such filing, the Company shall make available such information to prospective purchasers of the Notes, in addition to providing such information to the Trustee and the holders of the Notes, in each case within 15 days after the time the Company would have been required to file such information with the Commission, if it were subject to sections 13 or 15(d) of the Exchange Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants set forth in the Indenture and described herein (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Company shall be deemed to have furnished the reports, documents and information referred to above to the Trustee, the Holders and/or the prospective purchasers of the Notes, if the Company has filed such reports, documents or information with the Commission via the EDGAR filing system (or any successor system) and/or posted such reports, documents or information on the Company’s website and such reports, documents and information are publicly available.

Suspension of Covenants

During any period of time that:  (1) the Notes have a Qualified Rating from Moody’s and S&P and (2) no Default or Event of Default has occurred and is continuing under the Indenture (we refer to the occurrence of the events described in the foregoing clauses (1) and (2) collectively as a Covenant Suspension Event), the Company and the Restricted Subsidiaries shall not be subject to the following provisions of the Indenture:

(a)                                  Limitation on Restricted Payments;

(b)                                 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock;

(c)                                  Limitation on Transactions with Affiliates;

(d)                                 Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries;

(e)                                  Limitation on Guarantees of Indebtedness by Restricted Subsidiaries; and

(f)                                    Limitation on Sales of Assets;

(referred to collectively as the Suspended Covenants).  Upon the occurrence of a Covenant Suspension Event, the Guarantees of the Guarantors shall be suspended as of such date, which we refer to as the Suspension Date.  In the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date, which we refer to as the Reversion Date,

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one or both of the Rating Agencies withdraws its Qualified Rating or downgrades the rating assigned to the Notes below a Qualified Rating or a Default or Event of Default occurs and is continuing, then the Company and the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants with respect to future events and the Guarantees shall be reinstated.  We refer to the period of time between the Suspension Date and the Reversion Date in this description as the Suspension Period.  Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default shall be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period).

On the Reversion Date, all Indebtedness incurred, or Disqualified Stock issued, during the Suspension Period shall be classified to have been incurred or issued pursuant to the provisions of the Indenture, as described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock” (in each case, to the extent such Indebtedness or Disqualified Stock would be permitted to be incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred or issued prior to the Suspension Period and outstanding on the Reversion Date).  To the extent such Indebtedness or Disqualified Stock would not be so permitted to be incurred or issued pursuant to the provisions of the Indenture, as described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock,” such Indebtedness or Disqualified Stock shall be deemed to have been outstanding on the Issuance Date, so that it is classified as permitted under the Indenture, as described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock.”  Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under the Indenture, as described under “—Limitation on Restricted Payments” shall be made as though the covenant described under “—Limitation on Restricted Payments” had been in effect since the Issuance Date and throughout the Suspension Period, except that no default shall be deemed to have occurred solely by reason of a Restricted Payment made while that covenant was suspended.  Accordingly, Restricted Payments made during the Suspension Period shall reduce the amount available to be made as Restricted Payments under the Indenture, as described under “—Limitation on Restricted Payments.”

The Company shall give the Trustee prompt (and in any event not later than five Business Days after a Covenant Suspension Event) written notice of any Covenant Suspension Event.  In the absence of such notice, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.  The Company shall give the Trustee prompt (and in any event not later than five Business Days after a Reversion Date) written notice of any occurrence of a Reversion Date.  After any such notice of the occurrence of a Reversion Date, the Suspended Covenants shall apply and be in full force and effect.

Events of Default

Each of the following is an Event of Default:

(a)                                  the Company’s failure to pay the principal of or premium, if any, on any note when due, whether at maturity, on a Change in Control Repurchase Date with respect to a change in control or otherwise;

(b)                                 the Company’s failure to pay an installment of interest on any note when due, if the failure continues for 30 days after the date when due;

(c)                                  the Company’s failure to satisfy its conversion obligations upon the exercise of a holder’s conversion right;

(d)                                 the Company’s failure to timely provide notice with respect to the notes;

(e)                                  the Company’s failure to comply with any other term, covenant or agreement contained in the notes or the Indenture, if the failure is not cured within 45 days after notice to the Company by the Trustee or to the Trustee and the Company by holders of at least 25% in aggregate principal amount of the applicable notes then outstanding, in accordance with the Indenture;

(f)                                    a default by the Company or any of its subsidiaries in the payment when due, after the expiration of any applicable grace period, of principal of, or premium, if any, or interest on, indebtedness for money borrowed in the aggregate principal amount then outstanding of $10.0 million or more, or acceleration of

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the Company’s or its subsidiaries’ indebtedness for money borrowed in such aggregate principal amount or more so that it becomes due and payable before the date on which it would otherwise have become due and payable, if such default is not cured or waived, or such acceleration is not rescinded, within 30 days after notice to the Company by the Trustee or to the Company and the Trustee by Holders of at least 25% in aggregate principal amount of notes then outstanding, in accordance with the Indenture;

(g)                                 failure by the Company or any of its Subsidiaries, within 45 days, to pay, bond or otherwise discharge any final, non-appealable judgments or orders for the payment of money the total uninsured amount of which for the Company or any of its Subsidiaries exceeds $10.0 million, which are not stayed on appeal;

(h)                                 the Company or any of its Significant Subsidiaries, pursuant to or within the meaning of the United States Bankruptcy Code: (A) commences a voluntary case; (B) consents to the entry of an order for relief against it in an involuntary case; (C) consents to the appointment of a Custodian of it or for all or substantially all of its property; (D) makes a general assignment for the benefit of its creditors, or (E) admits in writing that it is generally not paying its debts (other than debts which are the subject of a bona fide dispute) as they become due; or

(i)                                     a court of competent jurisdiction enters an order or decree under any bankruptcy code that remains unstayed and in effect for 60 days and: (A) is for relief against the Company or any of its Significant Subsidiaries in an involuntary case; (B) appoints a Custodian of the Company or any of its Significant Subsidiaries or for all or substantially all of the property of the Company or any of its Significant Subsidiaries; or (C) orders the liquidation of the Company or any of its Significant Subsidiaries; provided that clauses (A), (B) and (C) shall not apply to an Unrestricted Subsidiary, unless such action or proceeding has a material adverse effect on the interests of the Company or any Restricted Subsidiary.

Acceleration of Maturity; Recission and Annulment

If an Event of Default, other than an Event of Default specified in (h) or (i) above, occurs and is continuing, either the Trustee, by notice to the Company, or the holders of at least 25% in aggregate principal amount of the notes outstanding, by notice to the Company and the Trustee, may declare the principal of, (and premium, if any) accrued and unpaid interest on, all the then outstanding notes to be immediately due and payable.  In the case of an Event of Default specified in the Indenture, as described in (h) or (i) above occurs and is continuing, then the principal amount of, and accrued and unpaid interest on, all the notes shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holder.

At any time after a declaration of acceleration has been made, the holders of a majority in aggregate principal amount of the notes outstanding, by written notice to the Trustee, may rescind and annul such declaration and its consequences if:

(a)                                  the rescission would not conflict with any order or decree;

(b)                                 all Events of Default, other than the non-payment of accelerated principal of (or premium, if any, on) or interest, have been cured or waived; and

(c)                                  all amounts due to the Trustee are paid.

The Trustee is not obligated to exercise any of its rights or powers at the request or demand of the Holders, unless the Holders have offered to the Trustee security or indemnity that is satisfactory to the Trustee against the costs, expenses and liabilities that the Trustee may incur to comply with the request or demand. Subject to applicable law and the Trustee’s rights to indemnification, the Holders of a majority in aggregate principal amount of the Outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee.

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Supplements and Amendments to Indenture

Supplemental Indentures without the Consent of Holder

Without notice to or the consent of any Holder, the Company, may with the consent of the Trustee, at any time and from time to time, amend or supplement the Indenture, any Guarantee, or the Notes, in form satisfactory to the Trustee, for any of the following purposes to:

(a)                                  evidence the assumption of its obligations under the Indenture and the Notes by a successor upon its consolidation or merger or the sale, transfer, lease, conveyance or other disposition of all or substantially all of its property or assets in accordance with the Indenture;

(b)                                 make adjustments in accordance with the Indenture to the right to convert the Notes upon certain reclassifications in its common stock and certain consolidations, mergers and binding share exchanges and upon the sale, transfer, lease, conveyance or other disposition of all or substantially all of its property or assets;

(c)                                  secure its obligations in respect of the Notes;

(d)                                 add to its covenants for the benefit of the Holders or to surrender any right or power conferred upon the Company;

(e)                                  make provision with respect to adjustments to the Conversion Rate as required by the Indenture or to increase the Conversion Rate in accordance with the Indenture;

(f)                                    cure any ambiguity, defect, omission or inconsistency in the Indenture;

(g)                                 provide for uncertificated Notes in addition to or in place of certificated Notes;

(h)                                 comply with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act as in effect on the date on which the Indenture is qualified thereunder;

(i)                                     provide for the issuance of PIK Notes or Additional Notes, in accordance with the limitations set forth in the Indenture;

(j)                                     allow any Guarantor to execute a supplemental Indenture with respect to the Notes;

(k)                                  comply with the rules of any securities depository; or

(l)                                     make any change that does not adversely affect the rights of any Holder, subject to the provisions of the Indenture.

Supplemental Indenture with Consent of Holders

With the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Notes, by Act of said Holders delivered to the Company and the Trustee, the Company and the Trustee, may amend or supplement the Indenture or any New Notes for the purpose of adding any provisions thereto, changing in any manner or eliminating any of the provisions thereunder or of modifying in any manner the rights of the Holders thereunder and any existing Default or Event of Default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes, other than Notes beneficially owned by the Company or its Affiliates; provided, however, that no such amendment, supplement or waiver shall, without the consent of the Holder of each Outstanding Note affected thereby (with respect to any Notes held by a nonconsenting Holder):

(a)                                  change the stated maturity of the principal of, or the payment date of any installment of interest on, or any additional amounts with respect to, any Note;

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(b)                                 reduce the principal amount of, or any premium or interest on, any Note;

(c)                                  change the place, manner or currency of payment of principal of, or any premium or interest on, any Note;

(d)                                 impair the right to institute a suit for the enforcement of any payment on, or with respect to, or of the conversion of, any Note;

(e)                                  modify, in a manner adverse to the Holders, the provisions of the Indenture relating to (i) the right of the Holders to require the Company to repurchase Notes upon a fundamental change or (ii) the Redemption Price or its obligation to pay the Redemption Price when due;

(f)                                    modify the ranking provisions of the Indenture in a manner adverse to the Holders;

(g)                                 adversely affect the right of the Holders to convert their Notes in accordance with the Indenture;

(h)                                 reduce the percentage in aggregate principal amount of Outstanding Notes whose holders must consent to a modification or amendment of the Indenture or the Notes;

(i)                                     reduce the percentage in aggregate principal amount of Outstanding Notes whose holders must consent to a waiver of compliance with any provision of the Indenture or the Notes or a waiver of any Default or Event of Default; or

(j)                                     modify the provisions of the Indenture with respect to modification and waiver (including waiver of a Default or Event of Default), except to increase the percentage required for modification or waiver or to provide for the consent of each affected Holder.

It shall not be necessary for any Act of Holders described in the paragraph above to approve the particular form of any proposed supplemental Indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Legal Defeasance and Covenant Defeasance

The Company may, at the option of its Board of Directors evidenced by Board Resolution set forth in an Officers’ Certificate, at any time, with respect to the Notes and Guarantees, elect to have either the provisions of the Indenture, as described under “—Legal Defeasance and Discharge” or “—Covenant Defeasance” applied to all Outstanding Notes and Guarantees upon compliance with the conditions of the Indenture, including those described below.

Legal Defeasance and Discharge

Upon the Company’s exercise of the applicable option under “—Legal Defeasance and Covenant Defeasance,” the Company and any Guarantor shall be deemed to have been discharged from the obligations with respect to all Outstanding Notes, on the date the conditions set forth in the Indenture, as described under “—Conditions to Legal Defeasance or Covenant Defeasance” are satisfied, which we refer to as Legal Defeasance.”  For this purpose, such Legal Defeasance means that the Company and each Guarantor shall be deemed to have paid and discharged the entire Indebtedness represented by the Outstanding Notes, which shall thereafter be deemed to be “Outstanding” only for certain purposes described in the Indenture.

Subject to compliance with the Indenture, as described under “—Legal Defeasance and Covenant Defeasance,” the Company may exercise its option for Legal Defeasance notwithstanding the prior exercise of its option of Covenant Defeasance with respect to the Notes.

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Covenant Defeasance

Upon the Company’s exercise of the applicable option as described above, the Company and any Guarantor shall be released from the obligations under any covenant contained in the Indenture and described in this description under the headings “—Limitation on Restricted Payments,” “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock,” “—Limitation on Liens,” “—Limitation on Transactions with Affiliates,” “—Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries,” “—Limitation on Guarantees of Indebtedness by Restricted Subsidiaries,” and “—Limitation on Sales of Assets,” with respect to the Outstanding Notes on and after the date the conditions set forth below are satisfied, which we refer to as Covenant Defeasance, and the Notes shall thereafter be deemed not to be “Outstanding” for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “Outstanding” for all other purposes (it being understood that such Notes will not be outstanding for accounting purposes).  For this purpose, such Covenant Defeasance means that, with respect to the Outstanding Notes, the Company and any Guarantor may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under part (ii) of “Events of Default” in the Indenture and described herein, but, except as specified above, the remainder of the Indenture and such Notes shall be unaffected thereby.

Conditions to Legal Defeasance or Covenant Defeasance

The following shall be the conditions to application of Legal Defeasance or Covenant Defeasance to the Outstanding Notes:

(a)                                  The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of the Indenture who shall agree to comply with the provisions applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants selected by the Company, to pay the principal of, premium, if any, and interest due on the Outstanding Notes on the Stated Maturity or on the applicable Redemption Date as the case may be;

(b)                                 in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee (which opinion may be subject to customary assumptions and exclusions) confirming that (i) the Company has received from, or there has been published by, the United States Internal Revenue Service a ruling or (ii) since the Issuance Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel in the United States (which opinion may be subject to customary assumptions and exclusions) shall confirm that the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(c)                                  in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(d)                                 no Default or Event of Default (other than resulting from borrowing funds to be applied to make such deposit) shall have occurred and be continuing on the date of such deposit;

(e)                                  such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, the Senior Credit Facilities or any other material agreement or instrument (other

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than the Indenture) to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;

(f)                                    the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or any Guarantor or others; and

(g)                                 the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel in the United States (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Satisfaction and Discharge

The Indenture shall cease to be of further effect (except with respect to certain terms as set forth in the Indenture) when (a) all outstanding Notes have been delivered to the Trustee for cancellation or (b) all Notes not therefore delivered to the Trustee for cancellation (i) have become due and payable by reason of the making of a notice of redemption or otherwise, (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company or any Guarantor, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes and interest to the date of such deposit (in the case of Notes which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be. Such discharge is subject to certain other terms and conditions set forth in the Indenture.

Calculations

The Company is responsible for all calculations under the Indenture and the Notes, including the determination of Conversion Price, the current market price of the Common Stock and adjustments to the Conversion Rate.  The Company shall make all such calculations in good faith and, in the absence of manifest error, such calculations shall be final and binding on all Holders.  The Company shall provide a copy of such calculations to the Trustee and the Conversion Agent, as required under the Indenture, and, the Trustee and the Conversion Agent shall be entitled to conclusively rely on the accuracy of any such calculation without independent verification.  The Trustee shall have no duty to determine when an adjustment to the Conversion Rate should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers’ Certificate.  The Trustee shall not be under any responsibility to perform any calculations under Article 14 of the Indenture. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of the Notes, and the Trustee shall not be responsible for the Company’s failure to comply with any provision of Article 14 of the Indenture.  The Conversion Agent shall have the same protection under this section as the Trustee. Upon request of any Holder, the Trustee and the Conversion Agent shall provide a copy of such calculations to such Holder.

No Personal Liability of Directors, Officers, Employees or Stockholders

No director, officer, employee, incorporator or stockholders, as such, of the Company or any Guarantor shall have any liability for any obligations of the Company or such Guarantor under the Notes, the Indenture or any Guarantee or for any claim based on, in respect of, or by reason of, such obligations or their creations.  Each Holder by accepting a Note waives and releases all such liability.  Such waiver and release are part of the consideration for the issuance of the Notes.  Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the Commission that such a waiver is against public policy.

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Registration Rights

The Holders of the New Notes are entitled to the benefits of the Registration Rights Agreement.  Pursuant to the Registration Rights Agreement, the Holders of the New Notes may be entitled to Additional Interest under certain circumstances.  The Registration Rights Agreement is filed as Exhibit 4.2 to the registration statement of which this prospectus is a part.

Governing Law

The Indenture provides that it and the notes are governed by, and construed in accordance with, the laws of the State of New York.

Certain Definitions

“Acquired Indebtedness” means, with respect to any specified Person,

(i)                                     Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including, without limitation, Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and

(ii)                                  Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Act” when used with respect to any Holder, means any request, demand, authorization, direction, notice, consent, waiver or other action provided by the Indenture to be given or taken by Holders, that is embodied in and evidenced by one or more instruments of substantially similar tenor signed by Holders in person or by agents duly appointed in writing; except as otherwise expressly provided in the Indenture, such actions becoming effective when such instruments are delivered to the Trustee and, where it is expressly required, to the Company.

“Additional Interest” has the meaning ascribed to it in the Registration Rights Agreement.

“Additional Notes” means any Notes issued by the Company having identical terms and conditions as the Initial Notes subject to the limitations set forth in the Indenture.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person.  For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Affiliate Transaction” has the meaning specified in the Indenture, as described in “Certain Covenants—Limitation on Transactions with Affiliates.”

“Agent” means any Paying Agent, Authenticating Agent, Conversion Agent and Note Registrar under the Indenture.

“Asset Sale” means:

(i)                                     the sale, conveyance, transfer or other disposition (whether in a single transaction or a series of related transactions) of property or assets (including by way of a sale and leaseback) of the Company or any Restricted Subsidiary (which we refer to in this definition as a disposition); or

(ii)                                  the issuance or sale of Equity Interests of any Restricted Subsidiary, whether in a single transaction or a series of related transactions.

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Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

(i)                                     a disposition of Cash Equivalents or Investment Grade Securities or obsolete, surplus, damaged or worn-out assets in the ordinary course of business or the sale, lease or discount of inventory, goods, services or accounts receivable in the ordinary course of business;

(ii)                                  the disposition of all or substantially all of the assets of the Company in a manner permitted pursuant to the provisions of the Indenture, as described in “—Certain Covenants—Merger, Consolidation or Sale of Assets” or any disposition that constitutes a Change in Control pursuant to the Indenture, as described in the definition of “Change in Control”;

(iii)                               the making of any Restricted Payment that is permitted to be made, and is made, pursuant to the Indenture, as described under “—Certain Covenants—Limitation on Restricted Payments”;

(iv)                              any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value of less than $10.0 million;

(v)                                 any disposition of property or assets or issuance of securities by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to another Restricted Subsidiary;

(vi)                              to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, as amended, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

(vii)                           the lease, assignment or a lease or sub-lease of any real or personal property in the ordinary course of business;

(viii)                        any financing transaction with respect to property built or acquired by the Company or any Restricted Subsidiary after the Issuance Date, including, without limitation, sale-leasebacks and asset securitizations permitted by the Indenture;

(ix)                                foreclosures on assets;

(x)                                   any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (with the exception of Investments in Unrestricted Subsidiaries);

(xi)                                the cancellation or abandonment or other disposition of intellectual property that is no longer useful in any material respect in the conduct of the business of the Company and its Subsidiaries taken as a whole or the licensing or sublicensing of intellectual property or other general intangibles and license, sublicenses, leases or subleases of other property in the ordinary course of business; and

(xii)                             the sale of a Subsidiary of the Company as specified in the Indenture for not less than $20.0 million in cash consideration.

“Asset Sale Offer” has the meaning specified in the Indenture, as described in “—Certain Covenants—Limitation on Sales of Assets.”

“Asset Sale Purchase Date” has the meaning specified in the Indenture, as described in “—Certain Covenants— Limitation on Sales of Assets—Offer to Purchase by Application of Excess Proceeds.”

“Bankruptcy Law” means Title 11, United States Bankruptcy Code of 1978, as amended, or any similar United States federal or state or foreign law relating to bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization or relief of debtors or any amendment to, succession to or change in any such law.

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“Board of Directors” means, with respect to any Person, either the board of directors of such Person or any duly authorized committee thereof.

“Board Resolution” means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by the Board of Directors of such Person or any committee thereof and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in The City of New York, Wilmington, Delaware, or Minneapolis, Minnesota are authorized or obligated by law or executive order to close.

“Capital Stock” means

(i)                                     in the case of a corporation, corporate stock,

(ii)                                  in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock,

(iii)                               in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited) and

(iv)                              any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

“Cash Equivalents” means

(i)                                     United States dollars,

(ii)                                  pounds sterling,

(iii)                               (a) euro, or any national currency of any participating member state in the European Union, or (b) in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by them from time to time in the ordinary course of business,

(iv)                              marketable securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof and supported by the full faith and credit of the U.S. Treasury, either by statute or an opinion of the Attorney General of the United States,

(v)                                 certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus in excess of $500.0 million,

(vi)                              repurchase obligations for underlying securities of the types described in clauses (iv) and (v) entered into with any financial institution meeting the qualifications specified in clause (v) above,

(vii)                           commercial paper rated A-1 or the equivalent thereof by Moody’s or S&P and in each case maturing within one year after the date of acquisition,

(viii)                        investment funds investing 95% of their assets in securities of the types described in clauses (i)-(vii) above,

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(ix)                                readily marketable direct obligations issued by any state of the United States of America or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition,

(x)                                   Indebtedness or preferred stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of 12 months or less from the date of acquisition, and

(xi)                                notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those described in clauses (i) through (iii) above, provided that such amounts are converted into any currency listed in clauses (i) through (iii) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

“Change in Control” means the occurrence of any of the following:

(i)                                     any “person” or “group” (as those terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than the Company or its Subsidiaries or their employee benefit plans becomes the “beneficial owner” (as that term is used in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the total outstanding voting power of all classes of the Company’s Voting Stock;

(ii)                                  there occurs a sale, transfer, lease, conveyance or other disposition of all or substantially all of the Company’s property or assets to any “person” or “group” (as those terms are used in Sections 13(d) and 14(d) of the Exchange Act), including any group acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act;

(iii)                               the Company consolidates with, or merges with or into, another person or any person consolidates with, or merges with or into, the Company, unless the persons that “beneficially owned,” directly or indirectly, the shares of the Company’s Voting Stock immediately prior to such consolidation or merger “beneficially own,” directly or indirectly, immediately after such consolidation or merger, shares of the surviving or continuing corporation’s Voting Stock representing at least a majority of the total outstanding voting power of all outstanding classes of Voting Stock of the surviving or continuing corporation in substantially the same proportion as such ownership immediately prior to such consolidation or merger;

(iv)                              the Company is liquidated or dissolved or holders of the Company’s capital stock approve any plan or proposal for the Company’s liquidation or dissolution.

“Change in Control Repurchase Date” has the meaning specified in the Indenture, as described in “—Redemption or Repurchase of Notes—Repurchase Upon a Change of Control.”

“Change in Control Repurchase Notice” has the meaning specified in the Indenture, as described in “—Redemption or Repurchase of Notes—Repurchase Upon a Change of Control.”

“Change in Control Repurchase Price” has the meaning specified in the Indenture, as described in “—Redemption or Repurchase of Notes—Repurchase Upon a Change of Control.”

“Change in Control Repurchase Right” has the meaning specified in the Indenture, as described in “—Redemption or Repurchase of Notes—Repurchase Upon a Change of Control.”

“Closing Sale Price” of the Common Stock means, on any given day, the Closing Sale Price reported in composite transactions for the principal U.S. national or regional securities exchange on which shares of the Common Stock are listed for trading.  If shares of the Common Stock are not listed for trading on a U.S. national or regional securities exchange on the relevant date, the “Closing Sale Price” will be the last quoted bid price for shares of the Common Stock in the over the counter market on the relevant date as reported by the National Quotation Bureau or similar organization or if no Closing Sale Price is reported, the average of the bid and ask prices or, if

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more than one in either case, the average of the average bid and the average ask prices.  If shares of the Common Stock are not so quoted, the “Closing Sale Price” will be Fair Market Value of the Common Stock.

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution of the Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

“Common Stock” means the common stock, par value $0.01 per share.

“Company” means Accuride Corporation, until a successor Person shall have become such pursuant to the applicable provisions of the Indenture, and thereafter “Company” shall mean such successor Person.

“Company Request” or “Company Order” means a written request or order signed in the name of the Company (a) by its Chairman, a Vice-Chairman, its President or any Vice President and (b) by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary and delivered to the Trustee; provided, however, that such written request or order may be signed by any two of the officers or directors listed in clause (a) above in lieu of being signed by one of such officers or directors listed in such clause (a) and one of the officers listed in clause (b) above.

“Consolidated” refers to the consolidation of accounts in accordance with GAAP.

“Consolidated Depreciation and Amortization Expense” means with respect to any Person for any period, the total amount of depreciation and amortization expense and other noncash charges, excluding any noncash item that represents an accrual, reserve or amortization of a cash expenditure for a future period, of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated Interest Expense” means, with respect to any period, the sum, without duplication, of:

(i)                                     consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted in computing Consolidated Net Income (including amortization of original issue discount resulting from the issuance of Indebtedness at less than par, non-cash interest payments (but excluding any non-cash interest expenses attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to Financial Accounting Standards Board Statement No. 133—“Accounting for Derivative Instruments and Hedging Activities”), the interest component of Capitalized Lease Obligations, and net payments, if any, pursuant to interest rate Hedging Obligations, excluding amortization of deferred financing fees and any expensing of bridge or other financing fees, and

(ii)                                  consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued less

(iii)                               interest income for such period.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income, of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that

(i)                                     any net after-tax extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) shall be excluded,

(ii)                                  the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,

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(iii)                               any net after-tax income from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed or discontinued operations shall be excluded,

(iv)                              any net after-tax gains attributable to asset dispositions (less all fees and expenses related thereto) other than in the ordinary course of business, as determined in good faith by the Board of Directors of the Company, shall be excluded,

(v)                                 the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of the Company shall be increased by the amount of dividends or distributions or other payments paid in cash (or to the extent converted into cash) (without duplication in the case of calculating Restricted Payments) to the referent Person or a Restricted Subsidiary thereof in respect of such period,

(vi)                              the Net Income for such period of any Restricted Subsidiary shall be excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or in similar distributions has been legally waived; provided that Consolidated Net Income of the Company shall be increased by the amount of dividends or other distributions or other payments paid in cash (or to the extent converted into cash) (without duplication in the case of calculating Restricted Payments) to the referent Person or a Restricted Subsidiary thereof in respect of such period,

(vii)                           any net after-tax income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded,

(viii)                        any impairment charge or asset write-off pursuant to Financial Accounting Standards Board Statement No. 142 and No. 144 and the amortization of intangibles arising pursuant to No. 141 shall be excluded, and

(ix)                                any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights to officers, directors or employees shall be excluded.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness, which we refer to as primary obligations, of any other Person, which we refer to as the primary obligor, in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

(i)                                     to purchase any such primary obligation or any property constituting direct or indirect security therefor,

(ii)                                  to advance or supply funds for the purchase or payment of any such primary obligation or to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

(iii)                               to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Conversion Agent” means any office or agency (including the Company acting as Conversion Agent) where the Notes may be presented for conversion.

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“Conversion Date” has the meaning specified in the Indenture, as described in “—Conversion—Conversion Procedures.”

“Conversion Notice” has the meaning specified in the Indenture, as described in “—Conversion—Conversion Procedures.”

“Conversion Price” has the meaning specified in the Indenture, as described in “—Conversion—Conversion Right and Dividend Participation; Conversion Rate and Conversion Price.”

“Conversion Rate” has the meaning specified in the Indenture, as described in “—Conversion—Conversion Right and Dividend Participation; Conversion Rate and Conversion Price.”

“Corporate Trust Office” means the designated corporate trust office of the Trustee, at which at any particular time its corporate trust business shall be administered, which office at the date of execution of the Indenture is located at 50 South Sixth Street, Suite 1290, Minneapolis, MN 55402, except that with respect to presentation of Notes for payment or for registration of transfer or exchange, such term shall mean any office or agency of the Trustee at which, at any particular time, its corporate agency business shall be conducted.

“Covenant Defeasance” has the meaning specified in “—Legal Defeasance and Covenant Defeasance.”

“Covenant Suspension Event” has the meaning specified in “—Suspension of Covenants.”

“Credit Facility” means, with respect to the Company or any Guarantor, one or more debt facilities (including, without limitation, the Senior Credit Facilities) or commercial paper facilities with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time (and whether or not with the original administrative agent and lenders or another administrative agent or agents or other lenders and whether provided under the original Senior Credit Facilities or any other credit or other agreement or Indenture).

“Custodian” means any receiver, trustee, assignee, liquidator, sequestrator or similar official under any Bankruptcy Law.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Definitive Notes” means a certificated New Note issued pursuant to the terms of the Indenture that is not a Global Note.

“Depository” means The Depository Trust Company, its nominees and successors.

“Designated Noncash Consideration” means the fair market value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Noncash Consideration pursuant to an Officers’ Certificate, less the amount of cash or Cash Equivalents received in connection with a sale of such Designated Noncash Consideration.